Common use of Conditions to Obligations to Close Clause in Contracts

Conditions to Obligations to Close. A. Conditions to Obligations of ALPP, A4TI, and Merger Sub. The obligations of each of ALPP, A4TI, and Merger Sub to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing; (1) The representations and warranties of Company set forth in Section 4 will be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the Closing; (2) Company will have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7) Company will have delivered to ALPP and A4TI the resignations, effective as of the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.

Conditions to Obligations to Close. A. (a) Conditions to Obligations Obligation of ALPP, A4TI, the Parent and Merger Sub. The obligations obligation of each of ALPP, A4TI, the Parent and Merger Sub to consummate the transactions to be performed by it them in connection with the Closing is subject to satisfaction or waiver of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;: (1i) The the representations and warranties of Company the Shareholders as set forth in Section 4 will Sections 6(a) and 7 must be true true, correct and correct complete in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all Material respects at and as of the ClosingClosing Date as evidenced by the delivery by the Shareholders to the Parent at Closing of the Shareholders' Closing Certificate to the effect that the representations and warranties of the ▇▇▇▇▇▇ Shareholders and the ▇▇▇▇▇▇▇ Shareholders, as the case may be, as set forth in Sections 6(a) and 7 are true, correct and complete in all Material Respects as of the Closing Date to be attached to this Agreement as Exhibit G; (2ii) Company will the Shareholders shall have performed and complied with all of its their covenants hereunder in this Agreement in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all Material respects through the Closing; (3iii) There will not the Target shall have procured all necessary third party consents specified in Section 7(c), if any, reasonably requested by Parent in connection with the matters pertaining to the Target disclosed or required to be disclosed in the Disclosure Schedules and each of the Shareholders shall have taken any additional action (and the ▇▇▇▇▇▇ Shareholders shall have caused the Target to take any additional action) that may be necessary, proper, or advisable in connection with any other notices to, filings with, and authorizations, consents, and approvals of Governmental Bodies, and third parties that he, she or it may be required to give, make or obtain; (iv) 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 wherein an unfavorable judgment, order, decree decree, stipulation, injunction, or injunction in effect that charge would (aA) prevent consummation of any of the transactions contemplated by this Agreement, (bB) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (cC) affect adversely affect the right of A4TI the Parent or Sub to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiariesown, operate, or control the Shares or the Target (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”no such judgment, order, decree, stipulation, injunction, or charge shall be in effect); (5v) Company will the Shareholders shall have delivered to ALPP and A4TI a certificate the Parent the Shareholders' Closing Certificate (without qualification as to knowledge or Materiality or otherwise) to the effect that each of the conditions specified in Sections 2.A(1)-(4Section 9(a)(i)-(iv) is satisfied in all respectsrespects to be attached to this Agreement as Exhibit G; (6vi) Company will have delivered to ALPP and A4TI an executed counterpart the Shares must represent all of the Merger Certificate; andissued and outstanding capital stock of the Target and all of the Shares must be free and clear of any Security Interests or other liens, claims or encumbrances of any nature whatsoever; (7vii) Company will the Parties and the Target must have delivered received all other authorizations, consents and approvals of Governmental Bodies including such authorizations, consents or approvals required under the HSR Act, if any, and set forth in the Disclosure Schedules; (viii) the Parent must have received from counsel to ALPP the ▇▇▇▇▇▇ Shareholders an opinion with respect to the matters set forth in Sections 6(a)(i) and A4TI 7(a)-(d) addressed to the Parent and dated as of the Closing Date in substantially the form attached to this Agreement as Exhibit H; (ix) the Parent must have received the resignations, effective as of the Closing, of each officer and director of the Target; (x) no Material adverse change shall have occurred in the Target's Business or its future prospects; (xi) any debt listed on Disclosure Schedule 9(a)(xi) has been paid in full; (xii) except as set forth in the Disclosure Schedules, since the date of the Most Recent Financial Statement the Target must not have transferred, conveyed, disposed of and/or sold any of Material assets, except in the Ordinary Course of Business; (xiii) the Target must have delivered to the Parent a certificate from the Target's treasurer stating that from the date of the Most Recent Financial Statement to the Closing Date there has been no change in the capitalization of the Target or any Material adverse change in its financial condition or assets; (xiv) the Shareholders must have delivered to the Parent certificates representing the Shares, which shall be cancelled and officer exchanged for the Merger Consideration, and otherwise must have satisfied fully all of Company excluding their obligations required by this Agreement to be satisfied before or at Closing; (xv) the Target must not be in a bankruptcy, reorganization or insolvency proceeding nor shall any such proceeding be contemplated; (xvi) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (A) must have secured complete ownership and control of United States Patent Number 5,105,672 (the "Patent") by securing all of the right, title and interest of his co-patent holder in and to the Patent and must have assigned the Patent to the Sub using the Assignment attached to this Agreement as Exhibit M, and (B) must have secured complete ownership and control of United States Trademark Registration No. 1347219 for ROTO-LOK(R) and must have assigned it to the Sub using the Assignment attached to this Agreement as Exhibit N, and (C) must assign to the Sub all interest he may have to the unregistered trademark for "Technology in Harmony with Native" and related solar system logo using the Assignment attached to this Agreement as Exhibit O; (xvii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ must have signed and delivered the Consulting Agreement (Exhibit E) with attached Confidentiality Agreement; (xviii) August ▇▇▇▇▇▇▇ must have signed and delivered the Employment Agreement (Exhibit F) with attached Confidentiality Agreement; (xix) the ▇▇▇▇▇▇ Shareholders must have delivered to the Parent a Certificate of Good Standing from the State of New Mexico, dated within five (5) business days prior to the Closing Date, certifying that the Target is in good standing in the State of New Mexico; (xx) the Shareholders must have delivered to the Parent the Release attached as Exhibit I and dated as of the Closing Date, whereby the Shareholders release the Target from any and all claims and causes of action they may have against the Target as of the Closing Date; (xxi) the ▇▇▇▇▇▇ Shareholders must have delivered to the Parent and the Sub all minutes related to the Target for the past three years; and (xxii) the ▇▇▇▇▇▇ Shareholders and August ▇▇▇▇▇▇▇ must have delivered to the Parent, Officer, Directors and Significant Employee Questionnaires as prepared by the Parent and completed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and August ▇▇▇▇▇▇▇. The Parent may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

Conditions to Obligations to Close. A. 7.1 Conditions to Obligations of ALPP, A4TI, and Merger SubParent’s Obligation. The obligations of each of ALPP, A4TI, and Merger Sub Parent’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;: (1a) The the representations and warranties of Company set forth in Section 4 will 3 above shall be true and correct in all material respects as if made at and as of the ClosingClosing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material,” will ”) shall be true and correct in all respects at and as of the ClosingClosing Date; (2b) the Company will shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case The Company will shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material,” ”) in all respects through the Closing; (3c) There will not the Company shall have procured all of the third-party consents specified in Section 3.3 above; (d) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before (or that could come before) any arbitrator wherein an unfavorable injunction, judgment, order, decree decree, ruling, or injunction in effect that charge would (ai) prevent consummation of any of the transactions contemplated by this Agreement, (bii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (ciii) adversely affect in any material way the right of Parent to own and control the Company, or (iv) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries Company to own its assets and to operate its business; business (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (5e) the Company will shall have delivered to ALPP and A4TI Parent a certificate to the effect that each of the conditions specified above in Sections 2.A(1)-(4Section 7.1(a)-(d) is satisfied in all respects; (6f) the Company shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 3.3; (g) Company will Members representing at least 80% of the Class B Historical Percentage Interests (as defined in the Company Operating Agreement) shall have entered into Agent Reseller Agreements with the Surviving Company; (h) all actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby shall be satisfactory in form and substance to Parent; (i) the Company shall have obtained and delivered to Parent a written consent for the assignment of each of the Leases, and, if requested by Parent’s lender, a waiver of landlord liens, collateral assignment of lease or leasehold mortgage from the landlord or other party whose consent thereto is required under such Lease (the “Lease Consents”), in form and substance satisfactory to Parent and Parent’s lender; (j) the Company shall deliver to Parent a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that the Company is not a “Foreign Person” as defined in Code §1445 (the “FIRPTA Affidavit”); (k) the Company shall have delivered to ALPP and A4TI an executed counterpart Parent copies of the Merger Certificate; andcertificate of organization of the Company on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Company; (7l) the Company will shall have delivered to ALPP and A4TI the resignations, effective as Parent copies of the Closing, certificate of good standing of the Company issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of the Company and of each director jurisdiction in which the Company is qualified to do business; (m) the Company shall have delivered to Parent a certificate of the secretary of the Company, dated the Closing Date, in form and officer substance reasonably satisfactory to Parent, as to: (i) no amendments to the certificate of organization (or formation) of the Company excluding ▇▇▇▇▇▇ ▇▇▇▇since the date specified in clause (xvii) above; (ii) the operating agreement (or other governing documents) of the Company; (iii) the resolutions of the voting members or the Company board of directors or other authorizing body (or a duly authorized committee thereof) of the Company, authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (n) Parent may waive any condition specified in this Section 7.1 if it executes a writing so stating at or prior to the Closing; (o) Parent shall have received from counsel to the Company and the Company members, an opinion, dated the Closing Date, in a form reasonably acceptable to Parent; (p) Parent shall have received a waiver of NPC’s right of first refusal or written communication from NPC stating its intention to pass on the right of first refusal with respect to the transaction set forth in this Agreement; (q) Parent shall have received approval for the transactions contemplated by this Agreement from holders of Parent’s convertible notes, or such convertible notes are paid in full in connection with the Closing; (r) Within ten (10) days of the date of this Agreement, the Company’s Class A Members shall have approved this Agreement and the transactions contemplated hereby by the requisite vote.

Conditions to Obligations to Close. A. 9.1 Conditions to Obligations of ALPP, A4TI, and Merger SubAspec's Obligation to Close. The obligations of each of ALPP, A4TI, and Merger Sub Aspec to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;: (1a) The the representations and warranties of Company Verilux and the Majority Shareholders set forth in Section 4 will 5 above shall be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the ClosingClosing Date; (2b) Company will Verilux and the Majority Shareholders shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3c) There will not Verilux shall have obtained such of the third party consents listed on Section 5.4 of the Verilux Disclosure Schedule as may be mutually agreed to by Aspec and Verilux; (d) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator (other than such an action initiated by Aspec or Merger Sub) wherein an unfavorable injunction, judgment, order, decree decree, ruling, or injunction in effect that charge would (aA) prevent consummation of any of the transactions contemplated by this Agreement, (bB) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (cC) affect materially and adversely affect the right of A4TI to own the capital stock of Surviving Corporation and Aspec or Merger Sub to control Surviving Corporation Verilux following the Effective Time of the Merger, and its Subsidiariesno law, statute, ordinance, rule, regulation or order shall have been enacted, enforced or entered which has caused or will likely cause any of the effects under clause (A), (B) or (dC) adversely affect the right of any of Surviving Corporation and its Subsidiaries this Section 9.1(d) to own its assets and to operate its business;occur. (4e) The Merger will have been duly approved by the Company’s Board President and the Chief Financial Officer of Directors Verilux and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will Majority Shareholders shall have delivered to ALPP and A4TI Aspec a certificate to the effect that each of the conditions specified above in Sections 2.A(1)-(4Section 9.1(a) to 9.1(d) (inclusive) is satisfied in all material respects; (6f) Company will No Material Adverse Effect shall have delivered occurred with respect to ALPP Verilux; (g) Aspec shall have received from counsel to Verilux and A4TI the Majority Shareholders an executed counterpart opinion in form and substance as set forth in Exhibit E attached hereto, addressed to Aspec, and dated as of the Closing Date; (h) this Agreement and the Merger Certificateshall have been approved by the vote of the holders of 100% of the outstanding shares of Common Stock of Verilux; (i) all outstanding options, convertible securities and other Stock Rights to purchase securities of Verilux shall have been exercised or canceled; and (7j) Company will have delivered to ALPP and A4TI the resignationsSoo-Young Oh, effective as of the Closing, of each director and officer of Company excluding Kuo-Hak ▇▇▇, ▇▇n-Youn▇ ▇▇▇▇, ▇▇ng-Jun Kwon, and Hyun-Gan ▇▇▇ ▇▇▇▇ll have accepted employment with the Surviving Corporation; and (k) Aspec's Board of Directors shall have approved this Agreement. Aspec may waive any condition (in whole or in part) specified in this Section 9.1 if it executes a writing so stating at or prior to the Closing.

Conditions to Obligations to Close. A. 9.1 Conditions to Obligations of ALPP, A4TI, and Merger SubAspec's Obligation to Close. The obligations of each of ALPP, A4TI, and Merger Sub Aspec to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing;: (1a) The the representations and warranties of Company SIS and the Majority Shareholders set forth in Section 4 will 5 above shall be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the ClosingClosing Date; (2b) Company will SIS and the Majority Shareholders shall have performed and complied with all of its their respective covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3c) There will not SIS shall have obtained such of the third party consents listed on Section 5.4 of the SIS Disclousre Schedule as may be mutually agreed to by Aspec and SIS; (d) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator (other than such an action initiated by Aspec or Merger Sub) wherein an unfavorable injunction, judgment, order, decree decree, ruling, or injunction in effect that charge would (aA) prevent consummation of any of the transactions contemplated by this Agreement, (bB) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (cC) affect materially and adversely affect the right of A4TI to own the capital stock of Surviving Corporation and Aspec or Merger Sub to control Surviving Corporation SIS following the Effective Time of the Merger, and its Subsidiariesno law, statute, ordinance, rule, regulation or order shall have been enacted, enforced or entered which has caused or will likely cause any of the effects under clause (A), (B) or (dC) adversely affect the right of any of Surviving Corporation and its Subsidiaries this Section 9.1(d) to own its assets and to operate its business;occur. (4e) The Merger will have been duly approved by the Company’s Board President and the Chief Financial Officer of Directors SIS and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will Majority Shareholders shall have delivered to ALPP and A4TI Aspec a certificate to the effect that each of the conditions specified above in Sections 2.A(1)-(4Section 9.1(a) to 9.1(d) (inclusive) is satisfied in all material respects; (6f) Company will No Material Adverse Effect shall have delivered occurred with respect to ALPP and A4TI an executed counterpart of the Merger Certificate; andSIS; (7g) Company will Aspec shall have delivered received from counsel to ALPP SIS and A4TI the resignationsMajority Shareholders an opinion in form and substance as set forth in Exhibit E attached hereto, effective addressed to Aspec, and dated as of the ClosingClosing Date; (h) this Agreement and the Merger shall have been approved by the vote of the holders of at least 90% of the outstanding shares of Common Stock of SIS. (i) certain outstanding indebtedness of SIS in the amount of $85,000 payable to a SIS shareholder shall have been repaid or canceled; (j) all outstanding options, convertible securities and other Stock Rights to purchase securities of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.SIS shall have been exercised or canceled; and

Conditions to Obligations to Close. A. VI.1 Conditions to Obligations Obligation of ALPP, A4TI, VERO and Merger Subthe Physician Owners. The obligations obligation of each of ALPP, A4TI, VERO and Merger Sub the Physician Owners to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing: (a) the Requisite VERO Approval shall have been obtained; (1b) The the representations and warranties of Company set forth in Section 4 will ARTICLE III above shall be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the ClosingClosing Date; (2c) Company will 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of VERO or the Physician Owners to own the Purchased Assets; (d) all actions to be taken by SCN in connection with the consummation of the transactions contemplated hereby and all certificates, instruments, agreements and other documents required to effect the transactions contemplated hereby, have been taken or delivered to VERO and the Physician Owners and are satisfactory in form and substance; (e) SCN shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7f) Company will have delivered to ALPP and A4TI the resignations, effective as neither surrender of the SCN Shares by VERO and/or the Physician Owners, nor the issuance of the VERO Note will violate federal securities laws or the securities laws of any state of the United States. VERO and the Physician Owners may waive any condition specified in this SECTION 6.1 by executing a writing so stating at or prior to the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.

Conditions to Obligations to Close. A. VI.1 Conditions to Obligations Obligation of ALPP, A4TI, MRS II and Merger Subthe Physician Owner. The obligations obligation of each of ALPP, A4TI, MRS II and Merger Sub the Physician Owner to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions, unless otherwise waived in writing by ALPP, A4TI, and Merger Sub prior to Closing: (a) the Requisite MRS II Approval shall have been obtained; (1b) The the representations and warranties of Company set forth in Section 4 will ARTICLE III above shall be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the ClosingClosing Date; (2c) Company will 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of MRS II or the Physician Owner to own the Purchased Assets; (d) all actions to be taken by SCN in connection with the consummation of the transactions contemplated hereby and all certificates, instruments, agreements, and other documents required to effect the transactions contemplated hereby, have been taken or delivered to MRS II and the Physician Owner and are satisfactory in form and substance; (e) SCN shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7f) Company will have delivered to ALPP and A4TI neither the resignations, effective as surrender of the SCN Shares by MRS II and/or the Physician Owner, nor the issuance of the MRS II Note will violate federal securities laws or the securities laws of any state of the United States. MRS II and the Physician Owner may waive any condition specified in this SECTION 6.1 by executing a writing so stating at or prior to the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.

Conditions to Obligations to Close. A. VI.1 Conditions to Obligations Obligation of ALPPOCOA, A4TI, Sellers and Merger Subthe Physician Owners. The obligations obligation of each of ALPPOCOA, A4TI, Sellers and Merger Sub the Physician Owners to consummate the transactions to be performed contemplated by it in connection with the Closing this Agreement is subject to satisfaction of the following conditions, unless otherwise waived in writing : (a) the transactions contemplated by ALPP, A4TI, this Agreement shall be approved by OCOA's partners and Merger Sub prior to Closingthe Requisite OCOA Approval shall have been obtained; (1b) The the representations and warranties of Company set forth in Section 4 will ARTICLE III above shall be true and correct in all material respects as if made at and as of the Closing, except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case such representations and warranties as so written, including the term “material” or “Material,” will be true and correct in all respects at and as of the ClosingClosing Date; (2c) Company will 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, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the rights of OCOA or the Physician Owners to own the Purchased Assets; (d) all actions to be taken by SCN in connection with the consummation of the transactions contemplated hereby and all certificates, instruments, agreements and other documents required to effect the transactions contemplated hereby, have been taken or delivered to OCOA, the Physician Owners and/or the Sellers and are satisfactory in form and substance; (e) SCN shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in which case Company will have performed and complied with all of such covenants as so written, including the term “material” or “Material,” in all respects through the Closing; (3) There will not be any judgment, order, decree or injunction in effect that would (a) prevent consummation of any of the transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (c) adversely affect the right of A4TI to own the capital stock of Surviving Corporation and to control Surviving Corporation and its Subsidiaries, or (d) adversely affect the right of any of Surviving Corporation and its Subsidiaries to own its assets and to operate its business; (4) The Merger will have been duly approved by the Company’s Board of Directors and by holders of the Company Shares representing at least eighty percent (80%) of the Company Shares (the “Required Company Vote”); (5) Company will have delivered to ALPP and A4TI a certificate to the effect that each of the conditions specified in Sections 2.A(1)-(4) is satisfied in all respects; (6) Company will have delivered to ALPP and A4TI an executed counterpart of the Merger Certificate; and (7f) Company will have delivered to ALPP and A4TI the resignations, effective as neither surrender of the SCN Shares by OCOA, the Physician Owners or the Sellers, nor the issuance of the OCOA Note will violate federal securities laws or the securities laws of any state of the United States. OCOA, the Physician Owners, and/or the Sellers may waive any condition specified in this SECTION 6.1 by executing a writing so stating at or prior to the Closing, of each director and officer of Company excluding ▇▇▇▇▇▇ ▇▇▇▇.