Conditions to Obligation Clause Samples

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) If required by the NYBCL, this Agreement shall have been approved by the affirmative vote of the shareholders of the Company owning of record at least two-thirds of the outstanding Shares entitled to vote thereon. (b) No temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court or by any governmental or regulatory agency, body or authority which prohibits the consummation of the Merger or any of the other Transactions and which is in effect at the Effective Time, provided, however, that, in the case of any such decree, injunction or other order, each of the parties shall have used reasonable best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any decree, injunction or other order that may be entered. (c) No statute, rule, regulation, executive order, decree, or other order of any kind (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States or state court or governmental authority which prohibits or enjoins the consummation of the Merger. (d) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (e) Purchaser shall have accepted for payment and paid for the Shares tendered pursuant to the Offer.

Conditions to Obligation. The obligations of Executive with respect to --- ------------------------- the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, Executive shall receive the same form of consideration and the same portion of the aggregate consideration that Executive would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company's Certificate of Incorporation as in effect immediately prior to the consummation of the Approved Sale; (ii) if any other holder of capital stock of the Company is given an option as to the form and amount of consideration to be received, Executive shall be given the same option.

Conditions to Obligation. The obligation to consummate the transactions to be performed by SPNI in connection with the Closing are subject to satisfaction of the following conditions: a. the representations and warranties set forth in Section 4 shall be true and correct in all material respects at and as of the Closing Date; b. FV shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; c. FV shall have procured all of the consents required in order to effect the Closing including as set forth in Section 3.5 above; no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) affect adversely the right to own FV Shares and to control FV, or (D) affect adversely the right of FV to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); d. FV shall have delivered to SPNI a certificate to the effect that each of the conditions specified above is satisfied in all respects; e. all actions to be taken by FV in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to SPNI; f. FV shall have in its possession all stock certificates of the FV Shareholders to be transferred hereunder and g. SPNI may waive any condition specified in this Section 6.1 at or prior to the Closing in writing executed by SPNI.

Conditions to Obligation. OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each Party to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) this Agreement and the Merger shall have been approved by the Company Shareholders in the manner required under the CCC and the articles of incorporation of the Company; (b) the waiting period (for extension thereof) under the HSR Act applicable to the Merger shall have expired or been terminated; (c) 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 Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Parties shall use their commercially reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (d) no Government Entity shall have commenced proceedings, or overtly threatened to commence proceedings, to restrain or prohibit the transactions contemplated hereby or force rescission, unless such Governmental Entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date; (e) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents is not reasonably likely to have a Material Adverse Effect on Parent or Company, as the case may be, and could not reasonably be expected to

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) If required by the DGCL, this Agreement shall have been approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (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 United States or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) Purchaser shall have purchased Shares pursuant to the Offer.

Conditions to Obligation. The Stockholder's obligation to sell, exchange, convey or otherwise transfer the Stock under the provisions of this Section 10 is subject to the requirements that (i) the Selling Stockholder(s) shall give notice to the Stockholder of such sale, exchange, conveyance, or transfer at least 30 days prior to the proposed date of such event, specifying the price and terms upon which shares of Common Stock are to be sold, exchanged, conveyed, or transferred, and the proposed date of such event, and (ii) upon the consummation of said sale, exchange, conveyance, or transfer, the Stockholder will receive the same form and amount of consideration per share of Common Stock as received by the Selling Stockholder(s) for the same class of shares, or, if the Selling Stockholder(s) are given an option as to the form and amount of consideration to be received, the Stockholder will be given the same option.

Conditions to Obligation of NetResponse and Next Century to Effect the Merger. The obligations of NetResponse and Next Century to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) Parent and Sub shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to the Effective Time, and the representations and warranties of Parent and Sub contained herein shall be true when made and (except for representations and warranties made as of a specified date, which need only be true as of such date) at and as of the Effective Time as if made at and as of such time, except as contemplated hereby; (i) the appropriate officers of Parent shall have executed and delivered to NetResponse at the Closing, Parent's Closing Certificate, and (ii) the appropriate officers of Sub shall have executed and delivered to NetResponse at the Closing, Sub's Closing Certificate; (c) Parent shall have obtained all of the Consents, if any, listed on Schedule 7.1(c) hereto; --------------- (d) NetResponse shall have received corporate certificates of good standing for Parent and Sub, and a copy of the Certificate of Incorporation for Parent and Sub, respectively, both as certified by the Secretary of State of Delaware; (e) there shall have been delivered to Next Century at the Closing, duly executed by Parent, an Agreement to be Bound to the Registration Rights Agreement of Parent, dated as of Closing Date (the "Agreement to be Bound to the Registration Rights Agreement"), in the form of Exhibit "B" hereto; ----------- (f) Parent shall have executed and delivered at the Closing an Option Agreement for each of the Persons listed on Schedule 6.6(b) or Schedule 6.6(c) --------------- --------------- hereto as receiving options to purchase Parent Stock; (g) NetResponse shall have received, at the Closing, a duly executed opinion of counsel to Parent and Sub, substantially in the form of Exhibit "F" ----------- hereto; (h) NetResponse shall have received from Parent and Sub such other documents as NetResponse's counsel shall have reasonably requested, in form and substance reasonably satisfactory to NetResponse's counsel; and (i) Parent shall have delivered to Next Century as required by Section 6.8 hereof $1,750,000 in cash or other immediately available funds.

Conditions to Obligation. The Holder and ▇▇▇▇ will be obligated to consummate the Tender Exchange unless ▇▇▇▇ has failed to obtain completion of the conditions precedent, notwithstanding ▇▇▇▇’ best efforts to attain agreement with the Holder on the Legal Agreements that are required in connection with the Tender Exchange.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (i) Except as provided in Section 6.15, the Parent Stockholder Approval shall have been obtained. (c) 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 United States, foreign, federal or state court or governmental authority and shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger.