Common use of Conditions to the Obligation of the Purchaser Clause in Contracts

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; and (d) since the date of this Agreement, no Material Adverse Effect shall have occurred.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct as of such date); (b) all of the covenants and agreements the Company is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) all applicable waiting periods (and any extensions thereof) under the HSR Act must have expired or otherwise terminated; (d) there must not be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; and; (de) since the date of this Agreement, no Material Adverse Effect shall have occurred; (f) the Company must have notified the Nasdaq Global Select Market of the issuance of the Shares; and (g) the Commercial Agreement must remain in full force and effect.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance withsatisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) the The representations and warranties of the Company Seller in Section Article 3 that are qualified by “materiality” or “Material Adverse Effect” must be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement and as of the at Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been so true and correct in all respects as of such date), except where the failure of such representations and warranties to be so true and correct (without regard for any “material,” “Material Adverse Effect” or similar qualification) would not, individually or in the aggregate, constitute a Material Adverse Effect; (b) all All of the covenants and agreements obligations that the Company Seller is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects; (c) there The Seller must have delivered or caused to be delivered each document that Section 2.6(a) requires it to deliver; (d) The Required Contracts shall not have been amended, modified or rescinded and shall be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummationfull force and effect; and (de) There shall not have occurred any event or condition of any character that has had, or is reasonably likely to have, a Material Adverse Effect since the date of this Agreement, no Material Adverse Effect shall have occurred.

Conditions to the Obligation of the Purchaser. The obligation of the Purchaser to complete consummate the transactions contemplated by this Agreement is subject to the satisfaction of, or compliance withsatisfaction, on or before the Final Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part): (a) all of the Seller Parties’ representations and warranties of the Company set forth in Section 3 that are qualified by “materiality” or “Material Adverse Effect” this Agreement must be have been true and correct in all material respects and the representations and warranties as of the Company in Section 3 that are not so qualified date of this Agreement and must be true and correct in all material respects (provided that as of the Final Closing as though made on the Final Closing Date, except for the representations and warranties set forth in Section 3.2 (Authority and Enforceability), Section 3.4 (Capitalization and Ownership) and Section 3.5 (Financial Statements), and each of the Company in Section 3.6 Seller Parties’ representations and warranties that is qualified as to materiality or contains terms such as “Material Adverse Effect”, each of which must be have been true and correct in all but de minimis respects), in each case, respects as of the date of this Agreement and must be true and correct in all respects as of the Final Closing (as though made on the Final Closing Date applicable to the Final Closing, and except to the extent any such representation or warranty speaks representations and warranties are specifically made as of the date of this Agreement or any other specific a particular date, in which case such representation or warranty those representations and warranties must have been so be true and correct as of such the specified date); (b) all of the covenants and agreements obligations that the Company is Acquired Companies or any Seller Party are required to perform or comply with under this Agreement on or before the Final Closing Date must have been duly performed and complied with in all material respects; (c) there each of the Governmental Authorizations and consents identified in Schedule 6.1(c) must not have been obtained and must be in effect any federal, state, local, municipal, foreign, international, multinational or other law, statute, rule, regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; andfull force and effect; (d) since the date of this Agreement, no there must not have been commenced and undismissed, or threatened and not withdrawn, against the Purchaser, or against any Affiliate of the Purchaser or any Acquired Company or the Labor Company, any Proceeding (i) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions or (ii) that is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions; (e) neither the consummation nor the performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice, lapse of time or both), contravene, conflict with, result in a material violation of, or cause the Purchaser or any Affiliate of the Purchaser or any Acquired Company to suffer any Losses in excess of $750,000, individually or in the aggregate, under (i) any applicable Law, Judgment or Governmental Authorization, or (ii) any Law or Judgment that has been published, introduced or otherwise formally proposed by or before any Governmental Authority; (f) since the date of this Agreement, there must not have been any change or event that has had or would reasonably be expected to have a Material Adverse Effect Effect; (g) the Seller Parties must have delivered or caused to be delivered (i) each document that Section 2.6(a) requires them to deliver, (ii) an opinion of Mexican and/or New York counsel to the Seller Parties and the Acquired Companies, addressed to the Purchaser (and its assignees, if applicable) and dated the Final Closing Date, opining as to customary matters, in form and substance reasonably satisfactory to the Purchaser and its counsel and (iii) and such other documents, instruments and certificates as the Purchaser may reasonably request for the purpose of consummating the Contemplated Transactions; (h) at least 85% of the Persons working for the Labor Company as of the date of this Agreement shall remain employed by the Labor Company as of the Final Closing; (i) the Company having a minimum verifiable pawn loan balance of Mx$250,000,000 (the “Loan Balance Threshold”) as of the last day of the full calendar month immediately preceding the Final Closing Date and TTM EBITDA of at least Mx$140,000,000 as of the last day of the full calendar month immediately preceding the Final Closing Date; (j) the receipt by the Purchaser of any financing to be used to consummate the Contemplated Transactions; (k) except for Permitted Debt, the Purchaser shall be reasonably satisfied that all obligations of the Acquired Companies that are secured by, create or otherwise result in the filing, creation or perfection of any liens, security interests or any other interest in the assets of the Acquired Companies will be paid in full on or before the Final Closing Date, including the payment of any prepayment penalties or fees; (l) the Purchaser’s board of directors shall have approved the Contemplated Transactions; (m) the Purchaser shall have exercised the Option and the Option Closing shall have occurred; and (n) not more than thirty (30) days have passed since the Option Closing Date.

Conditions to the Obligation of the Purchaser. The obligation obligations of the Purchaser to complete consummate the transactions contemplated to be consummated at the Closing, and to purchase and pay for the Shares being purchased by it at the Closing pursuant to this Agreement is Agreement, are subject to the satisfaction of, or compliance with, on or before the Closing Date, each waiver of the following conditions (any of which may be waived by the Purchaser, in whole or in part):precedent: (a) the The representations and warranties of the Company in Section 3 that are qualified by “materiality” or “Material Adverse Effect” must contained herein shall be true and correct in all respects and the representations and warranties of the Company in Section 3 that are not so qualified must be true and correct in all material respects (provided that the representations and warranties of the Company in Section 3.6 must be true and correct in all but de minimis respects), in each case, as of the date of this Agreement on and as of the Closing (except to Date with the extent any such representation or warranty speaks same force and effect as though made on and as of the date Closing Date (it being understood and agreed by the Purchaser that for purposes of this Section 5.1(a), in the case of any representation and warranty of the Company contained herein (i) which is not qualified above in this Agreement by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects or any other (ii) which is made as of a specific date, in which case such representation or and warranty must have been so need be true and correct only as of such specific date);. (b) all of the covenants and agreements the The Company is required to perform or comply with under this Agreement on or before the Closing Date must shall have been duly performed and complied with in all material respects;respects all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (c) there must The purchase of and payment for the Shares by the Purchaser shall not be in effect prohibited or enjoined by any federal, state, local, municipal, foreign, international, multinational law or other law, statute, rule, governmental or court order or regulation, ordinance or code or any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement or cause the transactions contemplated by this Agreement to be rescinded following consummation; and. (d) since the date of this Agreement, no Material Adverse Effect The Company shall have occurredexecuted and delivered the Stockholders Agreement (the “Stockholders Agreement”) to the Purchaser.