Common use of Conditions to Obligations of the Parent Clause in Contracts

Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Transactions is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction; (b) the Parent shall have obtained all of the deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, in form and substance reasonably satisfactory to the Parent; (c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (f) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (g) the Company shall have delivered to the Parent a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (d) through (f) (insofar as clause (f) relates to Legal Proceedings involving the Company) of this Section 6.1 is satisfied in all respects; and (h) the Company shall have delivered to the Parent a certificate, validly executed by an officer of the Company, certifying as to (i) true, correct and complete copies of the articles of association of the Company; (ii) the valid adoption of resolutions of the board of directors and Shareholders (whereby this Agreement and the Transactions were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably request; (iii) the pre-ruling from the Israeli Tax Authorities; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

Conditions to Obligations of the Parent. The Parent’s obligation of the Parent to consummate the Transactions transactions contemplated by this Agreement is subject to the satisfaction (or or, to the extent permitted by Law, waiver by the Parent) at or prior to the Closing of the following additional conditionsconditions precedent: (ai) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction; (b) the Parent shall have obtained all All Fundamental Representations of the deliverables set forth Company shall be true and correct in (i) Section 5.1 from all respects as of the Shareholders date of this Agreement and as of the Closing Date; and (ii) Section 5.3 from the Company, in form all other representations and substance reasonably satisfactory to the Parent; (c) warranties of the Company shall have obtained be true and correct (and shall have provided copies thereof to the Parent) all other waiversin each case, permits, consents, approvals without taking into account any “Material Adverse Effect” or other authorizations, and effected all materiality qualifications) as of the registrations, filings date of this Agreement and noticesas of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time, which are required on the part need only be accurate as of the Companysuch date or with respect to such period), except such waivers, permits, consents, approvals or other authorizations where the failure of which such other representations and warranties to obtain or effect does be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a Effect. (b) The Company and the Stockholder Representative shall have performed and complied in all material adverse effect on the ability respects with all of the Parties to consummate the transactions contemplated by this Agreement; (d) the representations agreements and warranties of the Company set forth covenants in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) the Company shall have performed or complied with its agreements and covenants are required to be performed or complied with under this Agreement by the Company or the Stockholder Representative on, prior to, or as of or prior to the Closing Date. (c) Since the date of this Agreement, except for such non-performance or non-compliance as does there shall not have occurred, or be continuing, a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement;Effect. (fd) no Legal Proceeding Parent shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would have received the following documents: (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (g) the Company shall have delivered to the Parent a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (d) through (f) (insofar as clause (f) relates to Legal Proceedings involving the Company) of this Section 6.1 is satisfied in all respects; and (h) the Company shall have delivered to the Parent a certificate, validly dated as of the Closing Date and executed by an officer of the Company, certifying as to (i) true, correct and complete copies the fulfillment of the articles conditions set forth in Sections 5.2(a), 5.2(b), and 5.2(c); (ii) a certificate of association the Secretary of the Company certifying as to (A) (1) the certificate of incorporation of the Company and equivalent organizational documents of each Subsidiary of the Company and (2) certificates of good standing of the jurisdiction of incorporation or formation of the Company and each of its Subsidiaries certified not later than five (5) days prior to the Closing Date by the Secretary of State of each such jurisdiction, (B) the bylaws of the Company and equivalent organizational documents of each Subsidiary of the Company; , (iiC) the valid adoption of resolutions of the board Company Board authorizing and approving the execution, delivery and performance by the Company of directors and Shareholders (whereby this Agreement and any Ancillary Agreements to which the Transactions were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably request; Company is a party, (iiiD) the pre-ruling from the Israeli Tax Authorities; Written Consent, and (ivE) the incumbency and signatures of the officers of the Company executing this Agreement and any Ancillary Agreements to which the Company is a party; (iii) the Payoff Letter and invoices for the Indebtedness set forth on Section 1.9 of the Disclosure Schedule and the Estimated Transaction Expenses; (iv) the third party and governmental consents set forth on Section 5.2(d)(iv) of the Disclosure Schedule; (v) evidence satisfactory to the Parent that the Company Incentive Plans and the Stockholders Agreements have been terminated; (vi) resignations from the directors and officers of the Company and its Subsidiaries as shall be identified to the Company by Parent not less than three (3) Business Days prior to the Closing Date, with such resignations to be contingent upon the occurrence of the Closing; (vii) a counterpart signature page to the Paying Agent Agreement duly executed by the Company and the Stockholder Representative; (viii) counterpart signature pages to the Support Agreement (or any other agreement contemplated Support Agreements) duly executed by this AgreementStockholders holding at least ninety-five percent (95%) of the voting power of the Company; (ix) a counterpart signature page to the Escrow Agreement duly executed by the Stockholder Representative; (x) each of the Restrictive Covenant Agreements shall be in full force and effect; (xi) a certificate in accordance with the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that the Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code and a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in each case in form and substance satisfactory to Parent; and (xii) all of the minute books of the Company.

Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Transactions Share Exchange is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction; (b) the Parent shall have obtained all of the deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, in form and substance reasonably satisfactory to the Parent; (c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, which are required notices set forth on the part of the CompanySchedule 6.2(a), except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (db) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date as though made as of the Closing (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this AgreementEffect; (ec) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing DateClosing, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (fd) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (ge) the Company shall have delivered to the Parent a copy of each written consent received from a Company Shareholder consenting to the Share Exchange, together with each certification received from a Company Shareholder that such person is either an “accredited investor” as such term is defined in Regulation D under the Securities Act or a Non-U.S. Person ; (f) the Company shall have delivered to the Parent a certificate executed by the Chief Executive Officer of the Company (the “Company Certificate”) to the effect that each of the conditions specified in clause (a) of Section 6.1 and clauses (da) through (fd) (insofar as clause (fd) relates to Legal Proceedings involving the Company) of this Section 6.1 is 6.2 has been satisfied in all respects; and; (hg) the Company shall have delivered to the Parent a certificate, validly certificate executed by an officer a director of the Company, certifying as to (i) true, correct and complete copies of the articles certificate of association of incorporation or and the CompanyCompany Articles; (ii) the valid adoption of resolutions of the board Board of directors and Shareholders Directors of the Company (whereby this Agreement Agreement, the Share Exchange and the Transactions transactions contemplated hereunder were unanimously approved by the board Company’s Board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably requestDirectors); (iii) the pre-ruling from valid adoption of Investor Director Consent, Investor Consent and Key Investor Consent; (iv) a good standing certificate issued by the Israeli Tax AuthoritiesRegistrar of Companies of England and Wales dated within ten (10) Business Days prior to the Closing Date; and (ivv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (h) the Company shall have delivered to the Parent audited and interim unaudited financial statements of the Company pro forma in respect of the Share Exchange, compliant with applicable SEC regulations for inclusion under Item 9.01 of Form 8-K in substantially final form; (i) the Company shall have delivered the Pre-Share Exchange Indemnity Agreements to the Parent, duly executed by the Company; (j) the Parent shall have received an Accredited Investor Certification, in the form attached hereto as Exhibit E, executed by each Company Shareholder that is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act; and (k) the Parent shall have received a Regulation S Certification in the form attached hereto as Exhibit F, executed by each Company Shareholder that is a Non-U.S. Person.

Conditions to Obligations of the Parent. The obligation obligations of the Parent and the GTI Sub to consummate the Transactions is Merger shall be subject to the satisfaction (fulfillment or waiver by the Parent) Parent and the GTI Sub, at or prior to the Closing, of each of the following additional conditions: (a) All of the Parent Company’s Fundamental Representations shall be true and correct in all respects at and as of the Closing. All other representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality, Material Adverse Effect or similar qualifications) or in all material respects (in the case of any other representation or warranty) at and as of the Closing (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects or in all material respects, as applicable, only as of such date), and the Company and all of its Subsidiaries shall have completed performed and satisfied in all necessary legal due diligence material respects all agreements and covenants required by this Agreement to their reasonable satisfaction;be performed and satisfied by the Company at or prior to the Closing. (b) the Parent No Action shall have obtained all been commenced or threatened against the Company or its Subsidiaries that would prevent the Closing or would have a Material Adverse Effect. (c) All consents and Permits of any Person (including any Governmental Authority) that are listed in Section 4.05 of the deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, Disclosure Schedules shall have been received in form and substance reasonably satisfactory to the Parent; (c) , executed counterparts thereof shall have been delivered to the Parent at or prior to the Closing, and no such consent or Permit shall have been revoked. All filings required to be made prior to the Closing Date with, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority or other Person in connection with the execution and delivery of this Agreement, and the consummation of the Merger contemplated hereby by the Company and Parent shall have been made or obtained (and as the case may be). The parties shall have provided copies thereof to confer regarding the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all applicability of the registrationsHSR to this Merger. All costs of filings related to HSR, filings and noticesif any, which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated shall be paid by this Agreement;Parent. (d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (e) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing Date, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (f) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (g) the The Company shall have delivered to the Parent a certificate (the “Company Certificate”) to the effect that each of the conditions specified documents or instruments set forth in clauses (d) through (f) (insofar as clause (f) relates to Legal Proceedings involving the Company) of this Section 6.1 is satisfied in all respects; and2.04(d). (he) The Company’s 27% ownership of CAL FUNDING, LLC shall be reduced to 9.9% non-voting membership interests, and the remaining 17.1% currently owned by the Company shall have delivered be the subject of an Option Agreement whereby the Parent or its assignees has the right to acquire said interest, convertible at that time to non-voting interests, for $100 upon the receipt of final regulatory authority to acquire those interests, all in accordance with an Option Agreement, the terms of which are reasonably acceptable to the Parent a certificate, validly executed by an officer of and the Company, certifying as to (i) true, correct and complete copies of the articles of association of the Company; (ii) the valid adoption of resolutions of the board of directors and Shareholders (whereby this Agreement and the Transactions were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably request; (iii) the pre-ruling from the Israeli Tax Authorities; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

Conditions to Obligations of the Parent. The obligation of the Parent to consummate the Transactions Acquisition is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the Parent shall have completed all necessary legal due diligence to their reasonable satisfaction; (b) the Parent shall have obtained all of the deliverables set forth in (i) Section 5.1 from the Shareholders and (ii) Section 5.3 from the Company, in form and substance reasonably satisfactory to the Parent; (c) the Company shall have obtained (and shall have provided copies thereof to the Parent) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 which are required on the part of the Company, except such waivers, permits, consents, approvals or other authorizations the failure of which to obtain or effect does not, individually or in the aggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (db) the representations and warranties of the Company set forth in this Agreement (when read without regard to any qualification as to materiality or Company Material Adverse Effect contained therein) shall be true and correct as of the date of this Agreement and shall be true and correct as of the Closing Date Effective Time as though made as of the Effective Time (provided, however, that to the extent such representation and warranty expressly relates to an earlier date, such representation and warranty shall be true and correct as of such earlier date), except for any untrue or incorrect representations and warranties that, individually or in the aggregate, do not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ec) the Company shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing DateEffective Time, except for such non-performance or non-compliance as does not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (fd) no Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, and no such judgment, order, decree, stipulation or injunction shall be in effect; (ge) the Company shall have delivered to the Parent a copy of the written consent of the Company Shareholder consenting to the Acquisition together with a certification from the Company Shareholder that the Company Shareholder is an “accredited investor” as such term is defined in Regulation D under the Securities Act; (f) the Company shall have delivered to the Parent a certificate (the “Company Certificate”) to the effect that each of the conditions specified in clauses (da) and (b) (with respect to the Company’s due diligence of the Parent) of Section 5.1 and clauses (a) through (fd) (insofar as clause (fd) relates to Legal Proceedings involving the Company) of this Section 6.1 5.2 is satisfied in all respects; and; (hg) the Company shall have delivered to the Parent a certificate, validly executed by an officer the Secretary of the Company, certifying as to (i) true, correct and complete copies of the articles Certificate of association Incorporation and Bylaws (or comparable organizational documents) of the Company; (ii) the valid adoption of resolutions of the board of directors and the Company Shareholders (whereby this Agreement Agreement, the Acquisition and the Transactions transactions contemplated hereunder were unanimously approved by the board of directors and the requisite vote of the Shareholders) and covering such other matters as the Parent shall reasonably requestCompany Shareholder); (iii) the pre-ruling a good standing certificate from the Israeli Tax AuthoritiesAustralia Securities Corporation dated within five (5) Business Days prior to the Closing Date; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.; and (h) the Company shall have delivered to the Parent the financial statements required by Section 4.5 together with pro forma financial statements in respect of the Acquisition, all compliant with applicable SEC regulations for inclusion under Item 2.01 (f) and/or 5.01(a)(8) of Form 8-K.