Common use of Conditions to Obligations of Clause in Contracts

Conditions to Obligations of. the Buyer and the Merger Subsidiary. The obligation of each of the Buyer and the Merger Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the 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; (b) the representations and warranties of the Company set forth in the first sentence of Section 2.1 and in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date); (c) 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; (d) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company shall have delivered to the Buyer and the Merger Subsidiary the Company Certificate; (f) the Buyer shall have received copies of the resignations, effective as of the Closing, of each officer and manager of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (g) the Buyer shall have received written acceptance of the Offer Letters by each of the Key Employees; (h) the Buyer shall have received a certificate, in the form attached hereto as Exhibit A, dated as of the date of this Agreement and signed by an authorized officer of the Company (the "Financial Certificate"); (i) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified organizational documents, certificates as to the incumbency of managers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (j) the Buyer shall have received a written instrument signed by each of the Company Members evidencing assent to the noncompetition covenants contained in Section 4.10 hereof; and (k) the Company and the Escrow Agent shall have entered into and executed the Escrow Agreement in the form attached hereto as Exhibit B.

Conditions to Obligations of. Each Party to Effect the Buyer and the Merger SubsidiaryTower ----------------------------------------------------------- Separation. The obligation respective obligations of each of party to effect the Buyer and the Merger Subsidiary to consummate the Merger is Tower ---------- Separation shall be subject to the satisfaction (or waiver by on the Buyer) Separation Closing Date of the following additional conditions:, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law; provided, however, that American may not waive any such condition, in whole or in part, without the express written consent of CBS (which consent shall not be unreasonably withheld, delayed or conditioned): (a) the Company parties shall have obtained at its own expense (received written approval of CBS approving the Tower Documentation, including without limitation any and shall have provided copies thereof all ancillary documentation and any documentation relating to the Buyer) all mechanics of effecting the 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 Tower Separation (it being understood that this Agreement constitutes only part of the CompanyTower Documentation), which consent shall not be unreasonably withheld, delayed or conditioned; (b) if the representations and warranties Tower Separation shall occur pursuant to the Tower Merger, each condition to the closing of the Company Tower Merger set forth in the first sentence of Section 2.1 and in Section 2.3 and any representations and warranties Article VI of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company set forth in this Tower Merger Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties shall be true and correct as of such date)have been satisfied or waived; (c) in the Company Tower Separation shall occur pursuant to the Tower Merger, each condition to the closing of the Merger set forth in Article VII of the Merger Agreement shall have performed been satisfied or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closingwaived; (d) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation each of the transactions contemplated Merger Registration Statement, the Option Registration Statement and the Convertible Registration Statement shall have been declared effective by this Agreement, (ii) cause the transactions contemplated Commission under the Securities Act and shall not be the subject of any stop order or proceeding by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, Commission seeking a Company Material Adverse Effect, and no such judgment, stop order, decree, stipulation or injunction shall be in effect;; and (e) the Company no Authority of competent jurisdiction shall have delivered to the Buyer enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that remains in effect and the Merger Subsidiary the Company Certificate; (f) the Buyer shall have received copies restrains, enjoins or otherwise prohibits consummation of the resignations, effective as of the Closing, of each officer and manager of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (g) the Buyer shall have received written acceptance of the Offer Letters by each of the Key Employees; (h) the Buyer shall have received a certificate, in the form attached hereto as Exhibit A, dated as of the date of this Agreement and signed by an authorized officer of the Company (the "Financial Certificate"); (i) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified organizational documents, certificates as to the incumbency of managers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (j) the Buyer shall have received a written instrument signed by each of the Company Members evidencing assent to the noncompetition covenants contained in Section 4.10 hereof; and (k) the Company and the Escrow Agent shall have entered into and executed the Escrow Agreement in the form attached hereto as Exhibit B.Tower Separation.

Conditions to Obligations of. the Buyer and the Merger Transitory Subsidiary. The obligation of each of the Buyer and the Merger Transitory Subsidiary to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Buyer: (a) either (i) the holders of at least 93% of the outstanding Company Shares as of the Effective Time shall have voted in favor of (or executed a written consent in favor of) the adoption of this Agreement and the approval of the Merger or (ii) (A) the number of Dissenting Shares shall not exceed 5% of the number of outstanding Company Shares as of the Effective Time and (B) twenty-one (21) days shall have passed after the date of the mailing of the Disclosure Statement; provided that the condition set forth in this Section 5.1(a) shall be deemed satisfied on the earlier to occur of the satisfaction of the condition set forth in Section 5.1(a)(i) or Section 5.1(a)(ii); (b) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) (i) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2 set forth on Schedule 5.1(b)(i) and (ii) all other waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices which are required on necessary for the part consummation of the transactions contemplated by the Agreement or are material to the conduct of the Company's business (it being agreed that none of the waivers, permits, consents, approvals, authorizations, registrations, filings and notices listed on Schedule 5.1(b)(ii) shall be a condition to Closing); (bc) the representations and warranties of the Company set forth in the first sentence of Section 2.1 and in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects, and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and shall be true and correct as of the Closing as though made as of the Closing, except to the extent that any such representations inaccuracies, individually or in the aggregate, have not had and warranties are specifically made as of would not reasonably be expected to have a particular date (in which case such representations and warranties shall be true and correct as of such date)Company Material Adverse Effect; (cd) 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; (de) there shall have been no Company Material Adverse Effect as of or prior to the Closing; (f) no Legal Proceeding shall be pending or threatened wherein an unfavorable judgment, order, decree, stipulation or injunction would (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (eg) all applicable waiting periods (and any extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and under any other applicable U.S. or foreign antitrust laws shall have expired or otherwise been terminated; (h) the Company shall have delivered to the Buyer and the Merger Transitory Subsidiary the Company Certificate; (fi) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer and manager of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (g) the Buyer shall have received written acceptance of the Offer Letters by each of the Key Employees; (hj) the Buyer shall have received a certificatecounterpart of the Escrow Agreement executed by the Escrow Agent and the Representative; (k) the Buyer shall have received from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company and the Company Stockholders, an opinion in the form attached hereto as Exhibit A, D addressed to the Buyer and dated as of the date Closing Date; (l) the Buyer shall have received estoppel certificate from each lessor from whom the Company leases real property located in Denver, Colorado consenting to the acquisition of the Company Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company under such Lease; (m) there shall be no more than 35 holders of Preferred Shares as of the Effective Time; (n) the Buyer shall have received evidence that this Agreement and signed by an authorized officer of the Company (Merger have received the "Financial Certificate");Requisite Stockholder Approval; and (io) the Buyer shall have received such other certificates and instruments (including certificates a certificate of good standing of the Company in its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, a certified organizational documentscharter, certificates a certificate as to the incumbency of managers officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; and (j) the Buyer shall have received a written instrument signed by each of the Company Members evidencing assent to the noncompetition covenants contained in Section 4.10 hereof; and (k) the Company and the Escrow Agent shall have entered into and executed the Escrow Agreement in the form attached hereto as Exhibit B..

Conditions to Obligations of. the Buyer and the Merger Transitory --------------------------------------------------------- Subsidiary. The obligation of each of the Buyer and the Merger Transitory Subsidiary to ---------- consummate the transactions to be performed by the Buyer and the Transitory Subsidiary in connection with the Closing and the Merger is subject to the satisfaction (satisfaction, or waiver by the Buyer) Buyer and the Transitory Subsidiary, of the following additional conditions: (a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the 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 necessary for the part consummation by the Company and the Company Stockholder of the Companytransactions contemplated hereby; (b) the representations and warranties of the Company Stockholder set forth in the first sentence of Section 2.1 Articles II and in Section 2.3 and any representations and warranties of the Company set forth in this Agreement that are qualified as to materiality III above shall be have been true and correct in all respects, material respects when made on the Agreement Date and all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects, in each case as of the date of this Agreement and respects as of the Closing Date as though if made as of the ClosingClosing Date, except to the extent such for representations and warranties are specifically made as of a particular date (in specific date, which case such representations and warranties shall be true and correct in all material respects as of such date); (c) each of the Company and the Company Stockholder shall have performed or complied with its their agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (d) no Legal Proceeding action, suit or proceeding shall be pending or threatened by or before any Governmental Entity wherein an unfavorable judgment, order, decree, stipulation or injunction 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 consummation, or (iii) haveaffect adversely the right of the Company to own, individually operate or in the aggregate, a Company Material Adverse Effectcontrol any of its assets or operations, and no such judgment, order, decree, stipulation or injunction shall be in effect; (e) the Company Stockholder shall have delivered to the Buyer and a certificate (without qualification as to knowledge or materiality or otherwise) to the Merger Subsidiary effect that each of the Company Certificateconditions specified in clauses (a) through (d) of this Section 6.1 is satisfied in all respects; (f) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer an employment agreement in the form attached hereto as Exhibit C and such employment agreement shall have received copies of be in full force and effect on --------- the resignations, effective as of the Closing, of each officer and manager of the Company (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary)Closing Date in accordance with its terms; (g) the Buyer and the Transitory Subsidiary shall have received written acceptance from ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP an opinion in the form attached hereto as Exhibit E, addressed to the Buyer and the Transitory Subsidiary and dated as of --------- the Offer Letters by each of the Key EmployeesClosing Date; (h) the Buyer shall have received a certificateletter from Deloitte & Touche LLP and Price Waterhouse LLP, auditors for the Company, in a form reasonably satisfactory to the Buyer, to the effect that the Company and, in the form attached hereto as Exhibit A, dated as case of the date letter from Deloitte & Touche LLP, the Buyer may treat the transactions contemplated hereby as a "pooling of this Agreement and signed by an authorized officer of the Company (the "Financial Certificate")interests" for accounting purposes; (i) on the Buyer Closing Date, the Affiliate Agreement delivered in accordance with Section 5.14 shall have received such other certificates be in full force and instruments (including certificates of good standing of the Company effect in accordance with its jurisdiction of organization and the various foreign jurisdictions in which it is qualified, certified organizational documents, certificates as to the incumbency of managers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing; andterms; (j) on the Agreement Date, the Company Stockholder shall have executed and delivered to the Buyer shall have received a written instrument signed by each of the Company Members evidencing assent to the noncompetition covenants contained in Section 4.10 hereof; and (k) the Company and the Escrow Agent shall have entered into and executed the Escrow Registration Rights Agreement in the form attached hereto as Exhibit B.D and such Agreement shall be in full force and effect on the --------- Closing Date in accordance with its terms; (k) the Buyer shall have received the resignations, effective as of the Closing Date, of each director of the Company and the Subsidiaries; (l) the Buyer, the Company Stockholder and the Escrow Agent shall have executed and delivered the Escrow Agreement; (m) the Company Stockholder shall have delivered to the Buyer a certificate of the Secretary of State of the State of Connecticut as of the Closing Date as to the legal existence and good standing of the Company in Connecticut as of the Closing Date; (n) the Company Stockholder shall have delivered to the Buyer a certificate of the Connecticut Department of Revenue as of a date within five business days of the Closing Date as to the tax good standing of the Company in Connecticut as of a date within five business days of the Closing Date; (o) the Company Stockholder shall have delivered to the Buyer certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents of the Company; (p) the Company Stockholder shall have delivered to the Buyer certificates of appropriate governmental officials in each state or country in which the Company is required to qualify to do business as a foreign corporation as to the qualification and corporate and tax good standing of the Company in each such jurisdiction; (q) the Buyer shall have received an estoppel certificate from the lessors from whom the Company leases real property in Stamford, Connecticut and Cambridge, Massachusetts, in each case consenting to the transactions contemplated under this Agreement and representing that there are no outstanding claims against the Company under such lease; (r) all actions to be taken by the Company and the Company Stockholder in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Buyer; and (s) the Company Stockholder shall have transferred all of his right, title and interest in the ISS (UK) Shares to the Buyer or its nominee.