Common use of Conditions to Each Party’s Obligation to Effect the Transaction Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of each of the following conditions (unless waived by each of the parties hereto in accordance with the provisions of Section 8.7 hereof): (a) The waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated. (b) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby or materially changes the terms or conditions of this Agreement shall have been issued and remain in effect. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings or registrations required to be filed or registered after the Closing Date. (d) The Company and shall have amended (the "AMENDMENT") the Preferred Supplier Agreement (the "*AGREEMENT") dated as of * between the Company and * to delete Section 15.6 of the * Agreement or shall terminate the * Agreement. If amended, no provision of the * Agreement other than Section 15.6, shall be amended "*SEE PAGE ONE OF EXHIBIT" without the prior written consent of ▇▇▇▇▇▇, which consent shall not be unreasonably withheld. ▇▇▇▇▇▇ shall also have received sufficient evidence that any and all payments required to be made to * as consideration for entering into the * Amendment or terminating the * Agreement have been paid by Seller or Parent. (e) The Company and Parent shall have entered into an Exclusive Distribution Agreement, which shall incorporate the provisions set forth on EXHIBIT A attached hereto. (f) The Company and Parent shall have entered into a Contract Manufacturing Agreement in the form attached hereto as EXHIBIT B. (g) ▇▇▇▇▇▇ and Parent shall have entered into an Agreement with Respect to Tax Matters in the form attached hereto as EXHIBIT C. (h) The Company and Parent shall have entered into the Supply and License Agreement in the form attached hereto as EXHIBIT D. (i) The Company and Merrell Pharmaceuticals, Inc. ("MERRELL") shall have entered into the Lease in the form attached hereto as EXHIBIT E, relating to the lease of a portion of Merrell's facility located in Cincinnati, Ohio. (j) The Company and Parent shall have entered into the Information Services Agreement in the form attached hereto as EXHIBIT F relating to the use of Parent's computer system. (k) The Company and Parent shall have entered into the Seconding Agreement in the form attached hereto as EXHIBIT G.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the transactions contemplated hereby Merger shall be subject to the fulfillment at or prior to before the Closing Date of each of the following conditions (unless waived by each of the parties hereto in accordance with the provisions of Section 8.7 hereof):conditions: (a) The waiting period applicable to the consummation of this Agreement and the transactions contemplated hereby under the HSR Act shall have expired or been terminated.approved and adopted by the requisite vote of the stockholders of Acquisition Corp. and Senercomm under applicable law; (b) No no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the transactions contemplated hereby or materially changes the terms or conditions of this Agreement Merger shall have been issued and remain in effect. In the event any such order or injunction shall have been issued, effect (each party agrees agreeing to use its reasonable best efforts to have any such injunction injunction, order or decree lifted.); (c) All material no statute, rule or regulation shall have been enacted by any state or federal government or governmental agency which would prevent the consummation of the Merger or make the Merger illegal; (d) all governmental waivers, consents, authorizations, orders and approvals legally required for the consummation of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement Merger contemplated hereby shall have been obtained or made, except for filings or registrations required to and be filed or registered after in effect at the Closing Date. (d) The Company and shall have amended (, except where the "AMENDMENT") failure to obtain the Preferred Supplier Agreement (the "*AGREEMENT") dated as of * between the Company and * to delete Section 15.6 of the * Agreement or shall terminate the * Agreement. If amended, no provision of the * Agreement other than Section 15.6, shall be amended "*SEE PAGE ONE OF EXHIBIT" without the prior written consent of ▇▇▇▇▇▇, which consent shall same would not be unreasonably withheld. ▇▇▇▇▇▇ shall also have received sufficient evidence that any and all payments required reasonably likely, individually or in the aggregate, to be made to * as consideration for entering into result in a Senercomm Material Adverse Effect following the * Amendment or terminating the * Agreement have been paid by Seller or Parent.Closing Date; and (e) The Company all intercompany debt and Parent obligations between Senercomm and Verso and between Senercomm and any of Verso's affiliates shall have entered into an Exclusive Distribution Agreementbeen cancelled; provided, which shall incorporate the provisions set forth on EXHIBIT A attached hereto. (f) The Company and Parent shall have entered into a Contract Manufacturing Agreement in the form attached hereto as EXHIBIT B. (g) ▇▇▇▇▇▇ and Parent shall have entered into an Agreement with Respect to Tax Matters in the form attached hereto as EXHIBIT C. (h) The Company and Parent shall have entered into the Supply and License Agreement in the form attached hereto as EXHIBIT D. (i) The Company and Merrell Pharmaceuticalshowever, Inc. ("MERRELL"that this Section 6.1(e) shall have entered into no effect on the Lease in the form attached hereto as EXHIBIT E, relating trade payable obligations of AremisSoft Corporation or its affiliates ("AremisSoft") to the lease Senercomm that were assumed by AremisSoft when it acquired certain non-U.S. subsidiaries of a portion of Merrell's facility located in Cincinnati, OhioVerso. (j) The Company and Parent shall have entered into the Information Services Agreement in the form attached hereto as EXHIBIT F relating to the use of Parent's computer system. (k) The Company and Parent shall have entered into the Seconding Agreement in the form attached hereto as EXHIBIT G.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party the Parties to effect consummate the transactions contemplated hereby shall be is subject to the fulfillment satisfaction (or waiver in writing, it being specified that Sellers’ Agent may deliver any such waiver on behalf of Sellers) at or prior to the Closing Date of each of the following conditions (unless waived by each of the parties hereto in accordance with the provisions of Section 8.7 hereof):conditions: (a) The waiting period applicable to the No court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law, Judgment or other order (whether temporary, preliminary or permanent) that is in effect and enjoins or otherwise restricts or prohibits consummation of any of the transactions contemplated hereby under the HSR Act by this Agreement (an “Order”) and no Governmental Entity shall have expired initiated any proceeding that is pending and that seeks to have an Order enacted, issued, promulgated, enforced or been terminatedentered. (b) No preliminary The Acquisition Financing Agreement and the documents contemplated thereby shall be in form and substance satisfactory to Buyer and Sellers’ Agent acting on behalf of Sellers, and the Acquisition Financing Agreement and the documents to be executed pursuant thereto on or permanent injunction or other order or decree before the Closing Date shall have been executed and delivered. The conditions to final funding contemplated by any federal or state court which prevents the consummation of the transactions contemplated hereby or materially changes the terms or conditions of this Acquisition Financing Agreement shall have been issued satisfied in full or waived, and remain in effect. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) All material consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with cash proceeds contemplated by the execution, delivery and performance of this Acquisition Financing Agreement shall have been obtained provided or made, except for filings or registrations required made available on terms and conditions reasonably acceptable to be filed or registered after the Closing Date. (d) The Company and shall have amended (the "AMENDMENT") the Preferred Supplier Agreement (the "*AGREEMENT") dated as of * between the Company and * to delete Section 15.6 of the * Agreement or shall terminate the * Agreement. If amended, no provision of the * Agreement other than Section 15.6, shall be amended "*SEE PAGE ONE OF EXHIBIT" without the prior written consent of ▇▇▇▇▇▇, which consent shall not be unreasonably withheld. ▇▇▇▇▇▇ shall also have received sufficient evidence that any and all payments required to be made to * as consideration for entering into the * Amendment or terminating the * Agreement have been paid by Seller or Parent. (e) The Company and Parent shall have entered into an Exclusive Distribution Agreement, which shall incorporate the provisions set forth on EXHIBIT A attached hereto. (f) The Company and Parent shall have entered into a Contract Manufacturing Agreement in the form attached hereto as EXHIBIT B. (g) ▇▇▇▇▇▇ and Parent shall have entered into an Agreement with Respect to Tax Matters in the form attached hereto as EXHIBIT C. (h) The Company and Parent shall have entered into the Supply and License Agreement in the form attached hereto as EXHIBIT D. Parties (i) The to the Company and Merrell Pharmaceuticals, Inc. ("MERRELL") shall have entered into and/or its Subsidiaries on the Lease terms set forth in the form attached hereto as EXHIBIT E, relating to the lease Acquisition Financing Agreement and (ii) in an aggregate amount of a portion of Merrell's facility located in Cincinnati, Ohioat least $57,000,000. (j) The Company and Parent shall have entered into the Information Services Agreement in the form attached hereto as EXHIBIT F relating to the use of Parent's computer system. (k) The Company and Parent shall have entered into the Seconding Agreement in the form attached hereto as EXHIBIT G.