Common use of Conditions of Merger Clause in Contracts

Conditions of Merger. 5.1 Conditions to the Obligations of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and (ii) in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date of this Agreement, there shall not have been the occurrence of any event or condition that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating to the Company or any of its Subsidiaries. (e) The Company shall have executed and delivered to Purchaser and Parent at and as of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) and (d) have been satisfied. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.

Conditions of Merger. 5.1 SECTION 7.1. Conditions to the for Each Party's Obligations of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Effective Time of each of the following conditions: (a) This Purchaser shall have made, or caused to be made, the Offer and shall have purchased, or caused to be purchased, the Shares pursuant to the Offer; (b) The Merger and this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders shareholders of the Company., if required by the Georgia Code or the Company's Third Amended and Restated Articles of Incorporation; (bc) No statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any Governmental Entity that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger; and (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or have been terminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order SECTION 7.2. Conditions for Obligations of Parent and Purchaser. The obligations of Parent and Purchaser to effect the Merger shall be in effect which would make further subject to the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at satisfaction on or prior to the Closing Date, unless any such condition is waived in writing by Parent and PurchaserEffective Time of the following additional conditions: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) this Agreement that are qualified by reference to materiality or a Material Adverse Effect shall be true and correct, and any such representations and warranties that are not so qualified shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained respects, in the applicable representation or warranty) each case as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any if such representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in were made at the applicable representation or warranty) as of such date).Effective Time; (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and (ii) in all material respects (without giving duplicative effect to any materiality qualification contained all obligations and complied in the applicable obligation) all material respects with all other agreements and covenants and agreements contained in this Agreement required of the Company to be performed or complied with by it on under this Agreement at or before the Closing Date. (d) Since the date of this Agreement, there shall not have been the occurrence of any event or condition that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating prior to the Company or any of its Subsidiaries.Effective Time; and (e) The Company shall have executed and delivered to Purchaser and Parent at and as of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) All governmental consents, orders and approvals required for the consummation of the Merger (dincluding, without limitation, all such consents, orders and approvals as are necessary to prevent any Authorization from being revoked, suspended or otherwise adversely affected, and to prevent any penalty from being imposed) shall have been satisfiedobtained and shall be in effect. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.

Conditions of Merger. 5.1 Conditions The Merger is conditioned on the following: 1. That the parties to this Plan of Merger have not suffered an uninsured loss on account of fire, flood, accident, or other calamity of such a character as to interfere materially with the continuous operation of their businesses or materially affect adversely their condition, financial or otherwise, regardless of whether or not such loss shall have been insured. 2. That no material transactions shall have been entered into by the parties to this Plan of Merger other than transactions in the ordinary course of business between the date of their last financial statements and the Effective Time, other than as referred to in certain documents. 3. Except as disclosed to the Obligations other parties, that no material adverse change in the aggregate shall have occurred in the financial condition of Each Party the parties to Effect this Plan of Merger since the Mergerdate of their last financial statements. 4. The ---------------------------------------------------------------- That none of the properties or assets of the parties shall have been sold or otherwise disposed of other than in the ordinary course of business during such period, except with the written consent of the other parties. 5. That the parties shall have performed and complied with the provisions and conditions of this Agreement on their respective obligations of each party part to effect the Merger shall be subject to the fulfillment at or performed and complied with prior to the Effective Time of each of the following conditions: (a) This Agreement Time, and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The that certain representations and warranties of made by the Company set forth in Article 2 (other than Section 2.3(a)) shall be parties are true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though respects, both when made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date)Effective Time. (b) The representations and warranties 6. That this Plan of Merger shall have been approved by appropriate corporate action of the Company set forth in Section 2.3(a) shall be true parties to this Plan of Merger and correct in all respects as of that corporate votes and resolutions to that effect have been delivered by each party to the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and (ii) in all material respects (without giving duplicative effect others prior to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date of this Agreement, Plan of Merger. 7. That there shall not have been full compliance with the occurrence applicable securities or "blue sky" laws and regulations of any event state or condition that has had other governmental body having jurisdiction over the Merger, which have not been preempted by Federal law or would with respect to which a claim of preemption could reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating to the Company or any of its Subsidiariesmade. (e) The Company 8. That the parties hereto shall have executed and delivered received certain opinions of counsel satisfactory to Purchaser and Parent at and as of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, such parties in form and substance reasonably satisfactory to substance. 9. That the Parent Corporation shall have held a meeting of its Board of Directors at which meeting all of its directors shall have resigned seriatim and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) and (d) persons designated by the Surviving Corporation shall have been satisfied. (f) The Company elected as directors of the Parent Corporation, and that the Purchaser Parent Corporation shall have obtained provided the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred Surviving Corporation with a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) certified copy of the Company Disclosure Letteractions taken at such meeting. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.

Conditions of Merger. 5.1 40 SECTION VI.1 Conditions to the Obligations Obligation of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment satisfaction (or, to the extent permitted by applicable law, waiver) at or prior to the Effective Time of each Closing Date of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of a majority of the Companyoutstanding shares of Company Common Stock. (b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any applicable foreign antitrust or competition laws shall have expired terminated or been terminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and (ii) in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Dateexpired. (d) Since The Form S-4 and any required post-effective amendment thereto shall have become effective under the date of this Agreement, there Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock to be exchanged for Company Common Stock in the Merger shall have been the occurrence of any event or condition that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating to the Company or any of its Subsidiariescomplied with. (e) The shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have executed and delivered been approved for listing on the NYSE, subject to Purchaser and Parent at and as official notice of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) and (d) have been satisfiedissuance. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.

Conditions of Merger. 5.1 6.1 Conditions to the Obligations of Each Party to Effect the Merger. Merger The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) This If required by the DGCL, this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) Shares shall have been purchased pursuant to the Offer. (d) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would (i) make the acquisition or holding by Parent or its Affiliates affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and (ii) in prohibit Parent's or Purchaser's ownership or operation of, or compel Parent or Purchaser to dispose of or hold separate, all or a material respects (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date of this Agreement, there shall not have been the occurrence of any event or condition that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out portion of the economy in general business or assets of Purchaser, the Company or any Significant Subsidiary thereof, (iii) compel Parent, Purchaser or the industries Company to dispose of or hold separate all or a material portion of the Company and business or assets of Parent or any of its Subsidiaries in general and not specifically relating to or the Company or any of its Significant Subsidiaries. , (eiv) The Company shall have executed impose material limitations on the ability of Parent or Purchaser or their affiliates effectively to exercise full ownership and delivered to Purchaser and Parent at and as financial benefits of the Closing a certificateSurviving Corporation, duly executed by or (v) impose any material condition to the Company's President and Chief Financial OfficerOffer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, this Agreement or the conditions specified in (a), (b), (c) and (d) have been satisfiedMerger. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.

Conditions of Merger. 5.1 Conditions to the Obligations of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time of each Closing Date of the following conditions: : (a) This this Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the stockholders holders of a majority of the outstanding shares of Voting Common Stock, unless Merger Sub shall have acquired 90% or more of the outstanding shares of each class of the capital stock of the Company. ; (b) Any no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (c) any waiting period (and any extension thereof) applicable to the consummation of Offer and the Merger under the HSR Act shall have expired terminated or been terminated. expired; and (cd) No temporary restraining orderMerger Sub shall have (i) commenced the Offer pursuant to Article II hereof and (ii) purchased, preliminary or permanent injunctionpursuant to the terms and conditions of such Offer, judgment or other order, decree or ruling nor any statute, rule, regulation or order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or all shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's duly tendered and Purchaser's Obligations. not withdrawn; provided, however, that neither Parent ------------------------------------------------------------ and Purchaser nor Merger Sub shall be obligated entitled to perform rely on the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (i) in all respects with its covenants under Sections 4.1(a)(ii) and 4.1(a)(iii) and clause (ii) above if either of them shall have failed to purchase shares of Common Stock pursuant to the Offer in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date breach of their obligations under this Agreement, there shall not have been the occurrence of any event or condition that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating to the Company or any of its Subsidiaries. (e) The Company shall have executed and delivered to Purchaser and Parent at and as of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) and (d) have been satisfied. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.. 33 35 ARTICLE

Conditions of Merger. 5.1 Conditions to the Obligations of Each Party to Effect the Merger. The ---------------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of a majority of shares held by the stockholders of the Company, as required under the laws of the State of Delaware. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminatedbe exterminated. (c) No temporary restraining order, preliminary or permanent injunction, judgment or other order, decree or ruling nor any statute, rule, regulation , SEC stop order or other order shall be in effect which would make the acquisition or holding by Parent or its Affiliates of Shares or shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger. 5.2 Conditions Precedent to Parent's and Purchaser's Obligations. In addition to the conditions set forth in Section 5.1, the Parent ------------------------------------------------------------ and Purchaser shall be obligated to perform the acts contemplated for performance by them under Article I only if each of the following conditions is satisfied at or prior to the Closing Date, unless any such condition is waived in writing by Parent and Purchaser: (a) The receipt of cash proceeds of the Financing under the terms and in the amounts set forth pursuant to the terms of the Commitments ("Financing Condition"). (b) The representations and warranties of the Company set forth in Article 2 (other than Section 2.3(a)) shall be true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date specifically set forth in such representation, other than the date hereof, (which shall remain true and correct in all material respects (without giving duplicative effect to any materiality qualification contained in the applicable representation or warranty) as of such date). (b) The representations and warranties of the Company set forth in Section 2.3(a) shall be true and correct in all respects as of the Closing Date with the same force and effect as though made again at and as of the Closing Date, except for any representations and warranties that address matters only as of a particular date (which shall remain true and correct in all respects as of such date). (c) The Company shall have performed and complied (ix) in all respects with its covenants under Sections 4.1(a)(ii4.1(ii) and 4.1(a)(iii4.1(iii) and (iiy) in all material respects respects, individually or in the aggregate, (without giving duplicative effect to any materiality qualification contained in the applicable obligation) with all other covenants and agreements contained in this Agreement required to be performed or complied with by it on or before the Closing Date. (d) Since the date of this Agreement, there shall not have been the occurrence of any event or condition condition, or series of events or conditions, that has had or would reasonably be expected to have a Material Adverse Effect other than changes relating to or arising out of the economy in general or the industries of the Company and its Subsidiaries in general and not specifically relating to the Company or any of its SubsidiariesEffect. (e) The Company shall have executed and delivered to Purchaser and Parent at and as of the Closing a certificate, duly executed by the Company's President and Chief Financial Officer, in form and substance reasonably satisfactory to Parent and Parent's counsel, certifying that to such officers' knowledge, the conditions specified in (a), (b), (c) and (d) have been satisfied. (f) The Company and the Purchaser shall have obtained the Pre-Closing License Approvals referred to in Section 4.14. (g) There shall not have occurred a Special Regulatory Event. (h) The Company shall have obtained the third party consents listed in Section 5.2(h) of the Company Disclosure Letter. (i) The Company shall have resolved certain outstanding regulatory issues as provided in Section 5.2(i) of the Company Disclosure Letter.