Common use of Conditions to Obligation of the Transferor Clause in Contracts

Conditions to Obligation of the Transferor. The obligation of the Transferor to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the North American shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the North American shall have delivered to the Transferor a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(v), and Section 4(d) above; (vi) Transferor shall have entered into an Employment Agreement with Target, in the form attached hereto as EXHIBIT G (Transferor covenants and agrees to execute the Employment Agreement as of the Closing Date); (vii) Transferor shall have received from counsel to the North American an opinion in form and substance as set forth in EXHIBIT H attached hereto, addressed to the Transferor, and dated as of the Closing Date; (viii) Buyer shall have delivered a Secretary and Incumbency Certificate in the form attached hereto as EXHIBIT I; (ix) This Agreement and the transactions contemplated hereby shall have been approved by the Board of Directors and Shareholders of North American; (x) on or prior to the Closing Date, the transactions contemplated pursuant to each of the other Exchange Agreements, and the Securities Purchase Agreement shall have been closed; and (xi) all actions to be taken by the North American in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Transferor. The Transferor may waive any condition specified in this Section 7(b) if he executes a writing so stating at or prior to the Closing.

Conditions to Obligation of the Transferor. The obligation of the Transferor to consummate the transactions to be performed by them in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at and as of the Closing Date; (ii) the North American shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) 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 or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (iv) the North American shall have delivered to the Transferor a certificate to the effect that each of the conditions specified above in Section 7(b)(i)-(iii) is satisfied in all respects; (v) all applicable waiting periods (and any extensions thereof) under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired or otherwise been terminated and the Parties shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3(a)(ii), Section 3(b)(v), and Section 4(d) above; (vi) Transferor shall have entered into an Employment Agreement with Target, in the form attached hereto as EXHIBIT G (Transferor covenants and agrees to execute the Employment Agreement as of the Closing Date); (vii) Transferor shall have received from counsel to the North American an opinion in form and substance as set forth in EXHIBIT H I attached hereto, addressed to the Transferor, and dated as of the Closing Date; (viii) Buyer shall have delivered a Secretary and Incumbency Certificate in the form attached hereto as EXHIBIT IJ; (ix) This Agreement and the transactions contemplated hereby shall have been approved by the Board of Directors and Shareholders of North American; (x) on or prior to the Closing Date, the transactions contemplated pursuant to each of the other Exchange Agreements, and the Securities Purchase Agreement shall have been closed; and (xi) all actions to be taken by the North American in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Transferor. The Transferor may waive any condition specified in this Section 7(b) if he executes a writing so stating at or prior to the Closing.