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 Share Exchange is subject to the satisfaction (or waiver by the Parent) of the following additional conditions: (a) the Company shall have obtained (and shall have provided copies thereof to the Parent) (i) the Company Consents and (ii) 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; (b) the Company shall have delivered to the Parent a certificate, validly executed by the Secretary of the Company, certifying as to (i) true, correct and complete copies of the articles of incorporation and bylaws of the Company; (ii) the valid adoption of resolutions of the board of directors of the Company (whereby this Agreement and the transactions contemplated hereunder were unanimously approved by the board of directors) and covering such other matters as the Parent shall reasonably request; (iii) a good standing certificate from the Secretary of State of the State of Delaware 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 (c) all outstanding of the Company and all outstanding shares of preferred stock of the Company shall have been converted into shares of Company common stock.