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.
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Conditions to Obligation. of NetResponse and Next Century Each Party to Effect the MergerSale Transaction. The respective obligations of NetResponse and Next Century each Party to effect the Merger Sale Transaction shall be subject to the fulfillment satisfaction or (to the extent permitted by applicable law) waiver, at or prior to the Effective Time Closing, of the following conditions:
(a) Parent This Agreement and Sub the Sale Transaction shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to been approved and adopted by the Effective Time, and affirmative vote of the representations and warranties of Parent and Sub contained herein shall be true when made and (except for representations and warranties made as holders of a specified date, which need only be true as of such date) at and as majority of the Effective Time as if made at and as outstanding shares of such time, except as contemplated herebyCompany Common Stock entitled to vote thereon;
(ib) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition making the appropriate officers consummation of Parent the Sale Transaction unlawful shall have executed and delivered to NetResponse at be in effect, nor shall any proceeding by any Governmental Entity seeking any of 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 Certificateforegoing be pending;
(c) Parent There shall have obtained all not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Sale Transaction, which makes the consummation of the Consents, if any, listed on Schedule 7.1(c) hereto; ---------------Sale Transaction illegal;
(d) NetResponse Under the Federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreements prescribed by the U.S. Department of Defense (the "DOD"), clearance shall have received corporate certificates of good standing been obtained from the DOD for Parent Buyer to own and Sub, and a copy operate those portions of the Certificate of Incorporation for Parent TG Business that are governed by such Program, such clearance being either unconditional or subject only to such conditions as are customarily imposed under such Program and Subare not, respectivelyin Buyer's reasonable judgment, both as certified by the Secretary of State of Delawarematerially burdensome to Buyer;
(e) there The waiting period applicable to the Sale Transaction under the HSR Act shall have expired or been delivered to Next Century at terminated without any objection by the Closing, duly executed by Parent, an Agreement to be Bound Antitrust Authorities to the Registration Rights Agreement consummation of Parent, dated as of Closing Date (the "Agreement to be Bound to the Registration Rights Agreement"), in the form of Exhibit "B" hereto; -----------Sale Transaction;
(f) Parent The period of time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Sale Transaction under the Exon-▇▇▇▇▇▇ Act shall have executed expired, and delivered at CFIUS shall not have taken any action or made any recommendation to the Closing an Option Agreement for each President of the Persons listed on Schedule 6.6(b) United States to block or Schedule 6.6(c) --------------- --------------- hereto as receiving options to purchase Parent Stock;prevent consummation of the Sale Transaction; and
(g) NetResponse All Requisite Governmental Approvals (other than those referred to in Sections 5.2(e) and (f)) which are necessary for the consummation of the Sale Transaction (including, without limitation, under the Exchange Act), other than those the absence of which could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect, shall have receivedbeen obtained or made or shall have occurred, at and all conditions, if any, to such Requisite Governmental Approvals shall have been satisfied and all such Requisite Governmental Approvals shall be in full force and effect (it being agreed and understood that the novation referred to in Section 4.10(iii) may not be obtained from the U.S. Government until after 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).
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Conditions to Obligation. of NetResponse and Next Century Each Party to Effect the MergerSale Transaction. The respective obligations of NetResponse and Next Century each Party to effect the Merger Sale Transaction shall be subject to the fulfillment satisfaction or (to the extent permitted by applicable law) waiver, at or prior to the Effective Time Closing, of the following conditions:
(a) Parent This Agreement and Sub the Sale Transaction shall have performed in all material respects their respective agreements contained herein required to be performed at or prior to been approved and adopted by the Effective Time, and affirmative vote of the representations and warranties of Parent and Sub contained herein shall be true when made and (except for representations and warranties made as holders of a specified date, which need only be true as of such date) at and as majority of the Effective Time as if made at and as outstanding shares of such time, except as contemplated herebyCompany Common Stock entitled to vote thereon;
(ib) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition making the appropriate officers consummation of Parent the Sale Transaction unlawful shall have executed and delivered to NetResponse at be in effect, nor shall any proceeding by any Governmental Entity seeking any of 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 Certificateforegoing be pending;
(c) Parent There shall have obtained all not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Sale Transaction, which makes the consummation of the Consents, if any, listed on Schedule 7.1(c) hereto; ---------------Sale Transaction illegal;
(d) NetResponse Under the Federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreements prescribed by the U.S. Department of Defense (the "DOD"), clearance shall have received corporate certificates of good standing been obtained from the DOD for Parent Buyer to own and Sub, and a copy operate those portions of the Certificate of Incorporation for Parent TG Business that are governed by such Program, such clearance being either unconditional or subject only to such conditions as are customarily imposed under such Program and Subare not, respectivelyin Buyer's reasonable judgment, both as certified by the Secretary of State of Delawarematerially burdensome to Buyer;
(e) there The waiting period applicable to the Sale Transaction under the HSR Act shall have expired or been delivered to Next Century at terminated without any objection by the Closing, duly executed by Parent, an Agreement to be Bound Antitrust Authorities to the Registration Rights Agreement consummation of Parent, dated as of Closing Date (the "Agreement to be Bound to the Registration Rights Agreement"), in the form of Exhibit "B" hereto; -----------Sale Transaction;
(f) Parent The period of time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Sale Transaction under the Exon-▇▇▇▇▇▇ Act shall have executed expired, and delivered at CFIUS shall not have taken any action or made any recommendation to the Closing an Option Agreement for each President of the Persons listed on Schedule 6.6(b) United States to block or Schedule 6.6(c) --------------- --------------- hereto as receiving options to purchase Parent Stock;prevent consummation of the Sale Transaction; and
(g) NetResponse All Requisite Governmental Approvals (including, without limitation, under the Exchange Act but excluding those referred to in Sections 5.2(e) and (f)), other than those the absence of which could not, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect, shall have receivedbeen obtained or made or shall have occurred, at and all conditions, if any, to such Requisite Governmental Approvals shall have been satisfied and all such Requisite Governmental Approvals shall be in full force and effect (it being agreed and understood that the novation referred to in Section 4.10(iii) may not be obtained from the U.S. Government until after 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).
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Conditions to Obligation. of NetResponse Each Party to Closing in Connection with the Medicaid Novation. In additional to the conditions set forth in Section 6.1 and Next Century to Effect Section 6.2, the Merger. The obligations obligation of NetResponse and Next Century each Party to effect the Merger shall be Medicaid Novation is subject to the fulfillment satisfaction at or prior to the Effective Time Closing of all of the following conditions, any one or more of which may be only be waived by all of the Parties:
(a) Parent and Sub Required Regulatory Approvals. The approvals, consents, notices and/or authorizations of the Governmental Authorities with respect to the Medicaid Novation set forth on Annex 6.3(a) (the “Required Medicaid Regulatory Approvals”) shall have performed in all material respects their respective agreements contained herein required to been obtained and there shall not be performed at or prior to any Burdensome Condition. For the Effective Timeavoidance of doubt, the receipt of the Required Medicaid Regulatory Approvals 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 consummation 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 Medicaid Novation are not a condition to NetResponse at the Closing, Parent's and in the event the Required Medicaid Regulatory Approvals and the consummation of the Medicaid Novation is not obtained prior to August 27, 2020, then the Closing Certificateshall take place, subject to the conditions set forth in Section 6.1 and (ii) Section 6.2, on September 1, 2020 as contemplated by Section 5.1. Section 6.4 Conditions to Obligation of Each Party to Closing in Connection with the appropriate officers D-SNP Novation. In addition to the conditions set forth in Section 6.1 and Section 6.2, the obligation of Sub shall have executed and delivered each Party to NetResponse effect the D-SNP Novation is subject to the satisfaction at the Closing, Sub's Closing Certificate;
(c) Parent shall have obtained of all of the Consentsfollowing conditions, if any, listed on Schedule 7.1(c) hereto; ---------------any one or more of which may be only be waived by all of the Parties:
(da) NetResponse shall have received corporate certificates of good standing for Parent and SubRequired Regulatory Approvals. The approvals, and a copy consents, notices and/or authorizations of the Certificate of Incorporation for Parent Governmental Authorities with respect to the D-SNP Novation set forth on Annex 6.4(a) (the “Required D-SNP Regulatory Approvals” and Subtogether with the Required Medicaid Regulatory Approval, respectively, both as certified by the Secretary of State of Delaware;
(e“Required Regulatory Approvals”) there shall have been delivered to Next Century at the Closing, duly executed by Parent, an Agreement to obtained and there shall not 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 fundsany Burdensome Condition.
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