Common use of Conditions to Obligation of Parent Clause in Contracts

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent and Merger Sub to effect consummate the Transaction shall be Merger is subject to the fulfillment at or prior to the Closing satisfaction of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This 6.1.1 the representations and warranties of Company and any Company Stockholder contained in this Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and in any other regulatory agencies and other third parties document delivered pursuant to this Agreement (including lenders, holders of debt securities, lessors, the representations and stockholderswarranties contained in any Stockholder Support Agreement) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed true and correct in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior (except to the Closing; 6.2.4 No material adverse change shallextent that any representation or warranty contains a materiality qualifier, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement which case it shall be true in all material respects respects) as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially hereof and adversely affect the business or condition (financial or otherwise) of Sub, at and as of the Closing Date with the same effect as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date; 6.1.2 Company and the holders of Company Shares shall have performed and complied with all of their respective covenants contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Stockholder Support Agreement) in all material respects through the Closing; 6.1.3 Company shall have procured all of the third party consents specified on Schedule 6.1.3 of Company Disclosure Letter; 6.1.4 no Action shall be pending or threatened by or before any Governmental Authority or by or before any arbitrator wherein an unfavorable injunction, such closing documents judgment, order, decree, ruling, or charge could reasonably be expected to (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 of Parent or any of its subsidiaries to own Company Shares or to operate or control Company, (d) cause a Material Adverse Change with respect to Company, or (e) result in an increase in the Merger Consideration; 6.1.5 Company shall have delivered to Parent a certificate to the effect that each of the conditions specified above in Sections 6.1.1 through 6.1.4 of Company Disclosure Letter is satisfied in all respects; 6.1.6 Company shall have delivered to Parent (a) copies of Company’s Certificate of Incorporation and instruments the Certificate of Incorporation of each Subsidiary as Parent shall reasonably requestin effect on the Closing Date, including all amendments thereto, in each case reasonably satisfactory certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that as of the Closing Date, Company and each of the Subsidiaries is in form good standing or subsisting in such jurisdiction and substance listing all charter documents of Company and such Subsidiaries on file and (c) a certificate as to Parent the Tax status of Company and each Subsidiary as of the Closing Date, from the appropriate official in its counsel; andjurisdiction of incorporation; 6.2.7 6.1.7 all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or otherwise been terminated; 6.1.8 Parent shall have received from each Sub Shareholder and holder of Sub Warrants an executed consent agreement Company a Secretary’s Certificate, in substantially the form agreed to by set forth on Exhibit K; 6.1.9 the parties. (All holders of Notes Escrow Agreement shall have converted their Notes to Sub Common Stock prior to Closing).been executed and delivered by all of the parties thereto other than Parent; 6.2.8 The Sub 6.1.10 Parent shall have received a certificate stating that Company is not less a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code at any time during the five-year period ending on the date hereof; 6.1.11 Any and all authorizations, approvals, consents, permits, licenses, writs, decrees or orders of, or declarations or filings with, any Governmental Authority necessary to permit this Agreement and the consummation of the transactions contemplated by this Agreement, including those set forth on Schedule 6.1.11, shall have been obtained or made and shall not have expired or been withdrawn; provided, that this condition shall not be deemed to have been satisfied if any such authorization, approval, permit, license, consent or order shall be subject to any condition or restriction the effect of which is that such condition or restriction could reasonably be expected to result in a Material Adverse Change with respect to Company or Parent; 6.1.12 Since December 31, 2004, there shall have been no Material Adverse Change with respect to Company; 6.1.13 All Indebtedness of Company shall have been repaid (as evidenced, to the reasonable satisfaction of Parent and its counsel, by customary pay-off letters from the holders of such Indebtedness delivered to Parent by Company) and all arrangements reasonably satisfactory to Parent providing for Security Interest releases, canceled notes, trademark and patent assignments and other documents reasonably requested by Parent prior to Closing shall have been made; (A) The Employment Agreements for each of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and (i) if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ remains employed by Company as of the Closing Date, at least 11 of the remaining 13 Employment Agreements or (ii) if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not employed by Company as of the Closing Date, at least 12 of the remaining 13 Employment Agreements shall have been executed and shall be in full force and effect and (B) the Indemnification Agreement shall have been executed by each party thereto and shall be in full force and effect; 6.1.15 Each of the Stockholder Support Agreements shall remain in full force and effect and shall not have been breached by any stockholder party thereto; 6.1.16 All Indebtedness, other than $1.5 million travel and similar advances in the Ordinary Course of Business, of any stockholder of Company or any of their respective Affiliates (other than Company) or of the directors, officers and employees of Company or any of the Subsidiaries, on the one hand, to Company or any of the Subsidiaries, on the other hand, shall have been repaid in full; 6.1.17 No statute, rule, regulation, order, decree, ruling or injunction of any Governmental Authority shall be in effect which does or could reasonably be expected to (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 of Parent or any of its subsidiaries to own Company Shares or operate or control Company or any of the Subsidiaries or (d) cause a Material Adverse Change with respect to Company; 6.1.18 Parent shall have received, not later than three (3) Business Days prior to the Closing Date, a certificate executed by an authorized officer of Company, setting forth, in reasonable detail, a good faith estimate of the Transaction Costs; 6.1.19 Company shall have delivered to Parent a true and correct calculation of the Per Common Share Merger Consideration, Per Preferred Share Merger Consideration, Option Cash Payments and Warrant Cancellation Payments with respect to Company Shares, Options and Warrants and a true and correct schedule of the aggregate principal amounts payable to each Company Stockholder, Option Holder and Warrant Holder in respect of each class of Company Shares, Options and Warrants owned by such Company Stockholder, Option Holder and Warrant Holder, calculated as of the Closing Date, including if no amount in loans of the Merger Consideration is payable to such Company Shareholder, accompanied by a certificate of Company representing and warranting that such schedule is true and correct. Such schedule and such representation and warranty shall be considered a representation and warranty pursuant to Section 4 hereof for all purposes of this Agreement Costs; and 6.1.20 Company shall have delivered to Parent (a) a true and correct description of the material terms of section 3.2 each Oral Agreement reasonably satisfactory to Parent and its counsel and (c b) to the extent any Contract disclosed as unexecuted on Schedule 4.16 of Company Disclosure Letter becomes executed prior to the Closing Date, then Company shall deliver a true and e) abovecomplete copy of such Contract certified as such by an appropriate officer of Company. Parent may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligation of Parent. The obligation of Parent to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub and the Shareholders shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub and the Shareholders set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counsel; and 6.2.7 Parent shall have received from each Sub Shareholder received, free and holder clear of Sub Warrants an executed consent agreement in all liens, pledges or encumbrances, all of the form agreed to by issued and outstanding shares of the parties. (All holders capital stock of Notes shall have converted their Notes to Sub Common Stock prior to Closing)Sub. 6.2.8 The Sub All of the bills to Parent of the vendors set forth on Schedule 6.2.8 shall have received been paid in full. 6.2.9 At Closing Parent shall receive financing in an amount not less than $1.5 million aggregate principal amount 200,000 and Parent shall have (a) entered into a Consulting Agreement with Feigenbaum in loans the form set forth as ▇▇▇▇▇▇▇ ▇ attached hereto (the "Consulting Agreement"), (b) paid to Feigenbaum the entire $100,000 con▇▇▇▇▇▇▇ ▇▇e payable to Marvin Feigenbaum pursuant to th▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Section 4 of the terms Consulting Agreement and (c) obtained and have in full force and effect, the officers and directors errors and omissions liability policy covering officers and directors of section 3.2 (c and ethe Parent required under Section 4(a) aboveof the Consulting Agreement.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall transactions to be performed by it in connection with the Closing is subject to the fulfillment at or prior to the Closing satisfaction of the following conditions, unless the Parent shall waive such fulfillment: 6.2.1 This (a) The representations and warranties set forth in Section 4.1 and Section 5 above shall be true and correct in all material respects at and as of the Closing Date; (b) The Active Shareholders and Lapin shall have performed and complied with all of their covenants hereunder in all material respects through the Closing; (c) Century shall have procured all of the third party consents specified in Section 6.2 above other than with respect to the Lease; (d) Century shall have delivered to Parent a certificate of its secretary respecting the number of outstanding shares of Century common stock, Century Options and Century SARs as of the Closing Date; (e) No action, suit, or proceeding shall be pending, or to Century's Knowledge 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 (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Parent to own the Century Shares and to control it, or (iv) affect adversely the Transaction right of Century to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (f) Century shall have delivered to Parent a certificate to the effect that each of the conditions specified above in Section 8.1(a) - (c) and (e) is satisfied in all respects; (g) The Parties shall have received any necessary corporate approvals or authorizations; (h) The Parties shall have received all approvalsother permits, authorizations, consents, authorizations, and waivers from approvals of governments and governmental agencies necessary to allow Parent to merge with Century and other regulatory agencies and other third parties (including lenders, holders to operate the business of debt securities, lessors, and stockholders) required by law to consummate the TransactionCentury; 6.2.2 There (i) Randy Shumpert and Chris Broquist shall not have entered into respective Tra▇▇▇▇▇▇▇ ▇▇▇▇▇▇ting ▇▇▇▇▇▇▇▇▇▇ ▇▇▇h Parent and all prior employment and/or service agreements between Century and Shumpert or Century and Broquist shall have been cancelled with full rel▇▇▇▇▇ ▇▇ovided to Centur▇ ▇▇▇ ▇▇s successors, including Parent; (j) Parent shall have entered into Consulting Agreements with CE with respect to the services of Lambert and Lapin and the same shall be in effect a preliminary full force and effective as o▇ ▇▇▇ ▇losing and all existing employment and/or service agreements between Century or permanent injunction its Affiliates and Lapin or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub Lambert shall have performed in all material respects their agreements been cancelled with full releases to Century and obligations contained in this Agreement required to be performed on or prior to the Closingits ▇▇▇▇▇▇▇ors, including Parent; 6.2.4 No material adverse change shall(k) Since the execution of this Agreement, there shall have been no Material Adverse Change in the reasonable judgment of Parentbusiness, have taken place in the business assets, liabilities or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this AgreementCentury; 6.2.5 (l) The representations and warranties of Sub set forth in this Agreement Dissenting Shares shall be true in all material respects as not exceed three percent (3%) of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as total of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on and as of the Closing Date, such closing documents and instruments as Parent shall reasonably request, in each case reasonably satisfactory in form and substance to Parent and its counselCentury Shares; and 6.2.7 (m) Parent shall have received such documents as it may reasonably request to accommodate the required federal and state securities law requirements to allow it to effect the Closing and the distribution of the Parent Shares to the Active Shareholders without any registration or other qualification of the same under the state and federal securities laws. (n) Parent and Ad-Trax shall have entered into an Option Agreement whereby Parent shall be granted the option to purchase 25% of the membership interests of Ad-Trax within 365 days of Closing. If such option is exercised, Parent shall deliver a cash payment of $125,000 to Ad-Trax to be reflected as a contribution to capital and then distributed to the members, other than Parent, prorated with their interests. Parent shall also have the option to license the Ad-Trax software at the rate of $2,000 per month for the first five years of the license period and $2,500 per month thereafter. Such license fee shall include technical support. (o) Century shall have delivered to Parent from each Sub Shareholder and holder of Sub Warrants an executed consent agreement in the form agreed to by the parties. (All holders of Notes shall have converted their Notes the obligations described in Section 2.7(c) (ii) - (iii) waivers of any penalties, default interest, or accrued interest since October 31, 2001 as they may pertain to Sub Common Stock such obligations. Parent may waive any condition specified in this Section 8.1 if it executes a writing so stating at or prior to the Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall be Merger is subject to satisfaction or waiver by Parent of the fulfillment following conditions at or prior to the Closing of the following conditions, unless the Parent shall waive such fulfillmentDate: 6.2.1 This Agreement and (a) the Transaction Company shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders of debt securities, lessors, and stockholders) required by law to consummate the Transactionapprovalof the Company Stockholders; 6.2.2 There (b) the representations and warranties set forth in Article II above shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed true and correct in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement shall be true in all material respects as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if made as of such time; 6.2.6 Parent shall have received, on at and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such closing documents date); (c) Company shall have performed and instruments complied with all of its covenants hereunder in all material respects through the Closing; (d) neither any statute, rule, regulation, order, stipulation or injunction (each an "ORDER") shall be enacted, promulgated, entered, enforced or deemed applicable to the Merger nor any other action shall have been taken by any Governmental Entity (1) which prohibits the consummation of the transactions contemplated by the Merger; (2) which prohibits Parent's ownership or operation of all or any material portion of its or Company's business or assets, or which compels Parent to dispose of or hold separate all or any material portion of Parent's or Company's business or assets as a result of the transactions contemplated by the Merger; (3) which makes the Merger illegal; (4) which imposes material limitations on the ability of Parent to consummate the Merger; or (5) which imposes any limitations on the ability of Parent effectively to control in any material respect the business or operations of Company; (e) Company shall reasonably request, in each case reasonably satisfactory in form and substance have delivered to Parent and its counsela certificate to the effect that each of the conditions specified above in Section 6.1(a) through (d) is satisfied in all respects; (f) the Digi Indebtedness shall have been satisfied; and 6.2.7 (g) holders of not more than $2,500,000 in value of shares of Company Common Stock (calculated based upon the average closing price per share of Parent Common Stock for the five trading day period ending on the last trading day prior to the Closing Date) shall have received from each Sub Shareholder exercised and holder not withdrawn dissenters' rights with respect to their shares. Subject to the provisions of Sub Warrants an executed consent agreement applicable law, Parent may waive, in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock whole or in part, any condition specified in this Section 6.1 if Parent executes a writing so stating at or prior to the Closing). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.

Conditions to Obligation of Parent. The obligation of Parent to effect consummate the Transaction shall transactions that are to be consummated at the Closing is subject to the fulfillment at or prior to satisfaction, as of the Closing Date, of the following conditions, unless the further conditions (any of which may be waived by Parent shall waive such fulfillment:in whole or in part): 6.2.1 This Agreement and the Transaction shall have received all approvals, consents, authorizations, and waivers from governmental and other regulatory agencies and other third parties (including lenders, holders a) (i) Each of debt securities, lessors, and stockholders) required by law to consummate the Transaction; 6.2.2 There shall not be in effect a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of the Transaction. 6.2.3 Sub shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing; 6.2.4 No material adverse change shall, in the reasonable judgment of Parent, have taken place in the business or condition (financial or otherwise) of Sub, other than those that result from the changes permitted by, and transactions contemplated by, this Agreement; 6.2.5 The representations and warranties of Sub set forth in this Agreement Company Fundamental Representations shall be true in all material respects and correct (other than de minimis exceptions) as of the date of this Agreement and, except in such respects as, in the reasonable judgment of Parent, do not materially and adversely affect the business or condition (financial or otherwise) of Sub, as of the Closing Date as if though made as of such time; 6.2.6 Parent shall have received, on and as of the Closing DateDate (except to the extent in either case that such Company Fundamental Representations speak as of another date); and each of the remaining representations and warranties of the Company set forth in Article IV that are qualified as to a Company Material Adverse Effect shall be true and correct (as so qualified) and each of the remaining representations and warranties of the Company set forth in Article IV that are not so qualified shall be true and correct in all respects, such closing documents except where the failure to be so true and instruments as Parent shall correct, individually or in the aggregate does not and would not reasonably requestbe expected to have a Company Material Adverse Effect, in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent in either case that such representations and warranties speak as of another date). (b) The Company shall, and shall have caused the Target Companies to, have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by the Company at or prior to the Closing Date. (c) Since the date of this Agreement, no Company Material Adverse Effect shall have occurred. (d) The Contribution Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (e) The Support Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (f) The Non-Competition and Non-Solicitation Agreements, executed by the parties thereto, shall continue to be in full force and effect as of the Closing and shall not otherwise have been repudiated by a party thereto. (g) The Stockholder Approval shall have been duly obtained. (h) The Company shall have delivered, or cause to be delivered, to Parent the following: (i) the Certificate of Merger, duly executed by the Company; (ii) a certificate signed by the Company certifying that each of the conditions specified in subsections (a), (b) and (c) of this Section 7.02 have been satisfied; (iii) evidence reasonably satisfactory in form and substance to Parent that the Liens identified as to be terminated at the Closing set forth on Section 4.08 of the Disclosure Schedule shall have been released (or committed to be released pursuant to payoff letters reasonably satisfactory to Parent) and completed copies of UCC-3 termination statements related to such Liens shall have been filed (or committed to be filed pursuant to payoff letters reasonably satisfactory to Parent); (iv) resignations, effective as of the Closing Date, of each manager (if applicable), director (if applicable) and officer of each Target Company, in each case, as identified on Schedule 7.02(h)(iv); (v) a certificate of good standing or existence of each Target Company issued as of a date not more than 10 days prior to the Closing Date by the appropriate Governmental Entity (e.g., Secretary of State) of its counseljurisdiction of formation or incorporation; (vi) a certificate of the Secretary of the Company certifying, (A) as complete, accurate and in effect as of the Closing, (1) attached copies of the Company’s Organizational Documents, as applicable, and (2) all requisite resolutions or actions of the Board of Directors approving the execution and delivery of this Agreement, the other Collateral Agreements and the consummation of the Contemplated Transactions, and (B) as to the incumbency and signatures of the officers of the Company executing any document, certificate or instrument relating to the Contemplated Transactions; (vii) (A) a properly completed and duly executed Internal Revenue Service Form W-9 of the Company and (B) a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) and 1.897-2(h) (including, for the avoidance, a notification cover letter to submit to the Internal Revenue Service in accordance with Applicable Law) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code; (viii) the Allocation Schedule; (ix) the Estimated Closing Statement; (x) the Escrow Agreement, executed by the Stockholder Representative and the Escrow Agent; (xi) evidence reasonably satisfactory to Parent that the Management Consulting Agreement, dated as of May 18, 2012, as it has been amended from time to time, by and between Glenbrook Consumer Partners, L.L.C., a Delaware limited liability company, and the Company has been terminated; (xii) a proceeds direction letter, in a form reasonably acceptable to Parent, from each individual listed on Schedule 7.02(h)(xii) with respect to the payment to Parent TopCo of the reinvestment amounts set forth opposite such individual’s name therein, together with an executed subscription agreement and stockholders agreement, in a form reasonably acceptable to Parent, pursuant to such individual agrees to purchase such number of shares of Parent TopCo Common Stock having an aggregate value equal to such individual’s reinvestment amount as of the Closing; (xiii) evidence reasonably satisfactory to Parent that any and all agreements between the Company and Banker, other than the indemnity obligations set forth in the Banker Letter Agreement, have been terminated effective as of the Closing. (xiv) evidence reasonably satisfactory to Parent that Liens related to UCC-1 Financing Statement #20150561182 filed with the DE Secretary of State, with the Company as debtor and Web Bank as secured party, shall have been released and the UCC-1 Financing Statement #20150561182 has been terminated; and 6.2.7 Parent shall have received (xv) a consent to a change of control in a form reasonably acceptable to Parent, from each Sub Shareholder and holder of Sub Warrants an executed consent agreement the counterparty to the agreements set forth in the form agreed to by the parties. (All holders of Notes shall have converted their Notes to Sub Common Stock prior to ClosingSchedule 7.02(h)(xv). 6.2.8 The Sub shall have received not less than $1.5 million aggregate principal amount in loans pursuant to the terms of section 3.2 (c and e) above.