Common use of Conditions to the Obligations of Parent and Merger Subsidiary Clause in Contracts

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time;, (b) the representations and warranties of the Company contained in Section 4.05 this Agreement shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made correct at and as of the Effective Time, and all other representations and warranties date of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time time, except to the extent that the failure of any such representations and warranties to be so true and correct (orhaving eliminated any qualifications by reference to materiality or Material Adverse Effect therein) does not have, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; provided that the representations and warranties set forth in Sections 5.01, 5.02 and 5.05 shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made as of such date; (c) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect; (d) all consents there shall not have occurred and approvals be continuing as of or otherwise arisen before the Effective Time any Governmental Entity required in connection with the consummation event, occurrence, revelation or development of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents a state of circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesCompany; (e) Parent shall have received the opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A hereto; (f) Parent shall have received, in form and substance reasonably satisfactory to Parent, from ▇▇▇▇▇▇ LLP the “comfort” letter described in Section 9.02; (g) the Company shall have delivered a certificate in a form reasonably satisfactory to Parent dated not more than 30 days prior to the Effective Time and signed by the Company to the effect that the Company is not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code; (h) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ shall have entered into employment agreements with the Parent, effective as of the Effective Time, on terms mutually agreed upon between each such individual and Parent; (i) the Net Liquid Assets of the Company as of the Closing Date shall exceed $2.5 million, less any Agreed Upon Expenditure Amount; and (j) the Company Warrants outstanding immediately prior to the Effective Time, holders of shall, immediately after the Effective Time, (A) (i) represent the right to purchase no more than 10% 325,000 shares of Parent Common Stock; (ii) have an exercise price of at least $17.50 per share; and (iii) not contain any weighted average, full-ratchet or other extraordinary “anti-dilution” provisions; and (B) the holders of the outstanding Shares Company Warrants shall not have taken actions any registration rights with respect to assert appraisal rights under Georgia Law; and any securities underlying the Company Warrants (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF or any Parent Warrants issued in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Mergerexchange therefore), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is further subject to the satisfaction (or waiver if permissible under Applicable Law) at or prior to the Effective Time of each of the following further conditions: (a) (i) the representations and warranties of the Company set forth in Section 4.05 (Capitalization) shall have performed be true and correct in all material respects at the Closing as if made at and as of such time (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct in all respects as of its obligations hereunder required such date, and except where the failure of such representations and warranties to be performed true and correct at the Closing, or such specific date, as applicable, does not result in additional aggregate consideration payable by it at Parent or prior the Surviving Corporation pursuant to Section 2.02 or Section 2.05 in excess of a de minimis amount in the Effective Time; aggregate), (bii) the representations and warranties of the Company contained in Section 4.05 4.01(a) (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.26 (Finders’ Fees), and Section 4.28 (Antitakeover Statutes and Related Matters) shall be true and correct in all material respects (except for any de minimis inaccuracy) both when made and as of at the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time Closing as if made at and as of such time (or, if given as of except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date) and (iii) each of the representations and warranties of the Company set forth in this Agreement (other than those contained in the preceding clauses (i) and (ii)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) at the Closing as if made at and as of such time (except to the extent that such representation and warranty speaks as of a particular date, in which case such representation and warranty shall be true and correct as of that date), except where the failure of the representations and warranties referred to in this clause (iii) with only such exceptions as to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (b) the Company shall not have breached in any material respect, or failed to perform in all material respects, its obligations under this Agreement contemplated to be performed at or prior to the Effective Time; (c) between the date of this Agreement and the Closing Date, there shall not have occurred any event, change, circumstance, effect, occurrence, condition, state of facts or development, which, either individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the Company;Effect; and (cd) Parent the Company shall have received delivered to Parent a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation dated as of the transactions contemplated by Closing Date certifying that the Transaction Agreements shall conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedsatisfied.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement (other than under Sections 4.01 (Corporate Existence and in Power), 4.02 (Corporate Authorization), 4.05 (Capitalization), 4.10(a) (Absence of Certain Changes) and 4.22 (Finders’ Fees)) and any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to hereto (A) that are qualified by materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at correct as of the date of this Agreement and as of the Effective Time Closing Date with the same force and effect as if made at on and as of the Closing Date (other than such time (or, if given representations and warranties that are made as of a specific specified date, at which representations and warranties shall be true and correct as of such date) and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with only the same force and effect as if made on and as of the Closing Date (other than such exceptions representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct in all material respects as of such date), and (iii) the representations and warranties set forth in Sections 4.01 (Corporate Existence and Power), 4.02 (Corporate Authorization), 4.05 (Capitalization), 4.10(a) (Absence of Certain Changes) and 4.22 (Finders’ Fees) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct in all respects as of such date). (b) Since the date hereof, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which has had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;. (c) The Company shall have obtained each consent identified in Schedule 9.02(c) of the Company Disclosure Schedule, in each case in form and substance reasonably satisfactory to Parent, and no such consent shall have been revoked. (d) The Company shall have delivered to Parent a certificate of the Company, executed by the Chief Executive Officer and Chief Financial Officer of the Company, that each of the conditions set forth in Sections 9.02(a) through 9.03(c) has been satisfied. (e) There shall not have been instituted and be pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any Governmental Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger or otherwise directly or indirectly relating to the transactions contemplated by the Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. (f) The Escrow Agent, the Equityholder Representative and the Company shall have executed and delivered to Parent the Escrow Agreement, which shall be in full force and effect. (g) The Key Employment Agreements shall be in full force and effect and none of the Key Employees shall have revoked his acceptance of employment with Parent or otherwise communicated to Parent his intention not to commence employment with Parent or continue employment with the Company, as applicable, following the Closing Date. (h) Parent shall have received a certificate signed resignation letters executed and delivered by an executive officer the directors and corporate officers of the Company and its Subsidiaries as have been identified by Parent prior to the foregoing effect;Closing Date pursuant to Section 6.06. (di) all consents The holders of no greater than five percent (5%) of the outstanding shares of Company Stock shall have exercised, and approvals of not failed to have perfected, withdrawn or otherwise lost appraisal, dissenters’ or similar rights under Applicable Law with respect to any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements this Agreement. (j) The Company shall have been obtaineddelivered to Parent (i) a certification, except for such consents or approvals which, if signed by the Company and dated not obtained, would more than 30 days prior to the Closing Date that satisfies the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and confirms that the Company is not, individually or nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code and (ii) a notice to the Internal Revenue Service, signed by the Company, that satisfies the requirements of Treasury Regulation Section 1.897-2(h)(2). (k) Parent shall have received evidence to its reasonable satisfaction that MicroProbe China is in possession of all software licenses used in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company operation of its business and has received licenses or a Material Adverse Effect on Parent or result releases in criminal liability or material fines; (e) as respect of immediately operations conducted prior to the Effective Time, holders and that MicroProbe China has paid all license fees, penalties or other amounts due in respect of no more than 10these arrangements. (l) The Company shall beneficially own, directly or indirectly, 100% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and shares in Microprobe Pte. Limited (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the MergerSingapore), and such shares shall have been satisfied or, to the extent permitted, waivedbe fully paid and nonassessable and free of preemptive rights.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; Closing Date, (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to hereto (A) that are qualified by materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at correct in all respects as of the date of this Agreement and as of the Effective Time Closing Date as if made at and as of such time the Closing Date (or, if given in the case of those representations and warranties that are made as of a specific dateparticular date or period, at and as of such datedate or period), and (B) with only that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made at and as of the Closing Date (or, in the case of those representations and warranties that are made as of a particular date or period, at and as of such exceptions date or period), (iii) the representations and warranties of the Company contained in Section 4.15 of this Agreement shall be true and correct in all respects without regard to any matters disclosed in the Company Disclosure Schedule, except as would not result in or reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect liabilities to or required expenditures by the Company and/or any of its Subsidiaries in excess of $15,000,000 (net of (A) related insurance recoveries, (B) reserves on the Company; ’s consolidated balance sheet for September 30, 2006 and (cC) the Tacoma Matter described in the Company Disclosure Schedule) and (iv) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any action or proceeding by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s shareholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole or (iv) that otherwise will have a Material Adverse Effect on the Company or Parent; (c) there shall not have been obtainedoccurred any event, except for such consents occurrence, revelation or approvals development of a state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. Parent shall have received a certificate signed on behalf of the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesby the chief executive officer and the chief financial officer of the Company to such effect dated as of the Closing Date; (ed) as of immediately prior to the Effective Time, holders Holders of no more than 1015% of the issued and outstanding Shares Company Stock shall have taken actions notified the Company, the Parent or the Exchange Agent (or any of their agents or representatives) that they intend to assert exercise appraisal rights with respect to their shares under Georgia Minnesota Law; and (f) the ELF Merger Agreement . Parent shall have been approved and adopted received a certificate signed on behalf of the Company by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise chief executive officer and all other conditions to consummation the chief financial officer of the ELF Merger (other than the consummation Company to such effect dated as of the Merger), shall have been satisfied or, to the extent permitted, waivedClosing Date.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction satisfaction, or waiver at or prior to the Effective Time, of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its covenants and other obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section Sections 4.01, 4.02 and 4.05 shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such datetime (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (B) with only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (c) there shall not have been obtainedany action taken, except for such consents or approvals any Applicable Law enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the Applicable Competition Laws, that could reasonably be expected to result in any of the consequences referred to in clauses (i) through (iii) of paragraph (b) above; (d) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesCompany; (e) as all of immediately prior the Third Party consents, approvals and agreements listed in Section 9.02(e) of the Company Disclosure Schedule shall have been obtained; (f) Dissenting Shares do not equal or exceed 10% of outstanding shares of Company Stock; and (g) Parent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably satisfactory to Parent, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, holders to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of no more than 10% Section 368(a) of the outstanding Shares shall have taken actions Code and that each of Parent, Merger Subsidiary and the Company will be a party to assert appraisal rights under Georgia Law; and (fthe reorganization within the meaning of Section 368(b) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the consummation Company substantially in the form of the Merger), shall have been satisfied or, to the extent permitted, waivedExhibits B and C hereto.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger and file the Charter Amendment are subject to the satisfaction or waiver by Parent (to the extent permitted by Applicable Law) of the following further conditions: (ai) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 this Agreement (A) that are qualified by materiality or Company Material Adverse Effect shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations or warranties that address matters only as of a specific certain date, which shall be true as of such date), and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address matters only as of a certain date, which shall be true as of such date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 9.03(a)(ii)(B) with only shall be deemed to have been satisfied even if any representations and warranties of the Company (other than Sections 5.02(b), 5.05, 5.06(b), 5.14, 5.15 and 5.17(b) which must be true and correct in all material respects) are not so true and correct unless the failure of such exceptions as would not reasonably representations and warranties of the Company to be expected to haveso true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect;; provided that, Parent agrees that it shall not exercise its right to waive the condition contained in this Section 9.03(a) should such waiver cause the Company not to be able to obtain the Financing. (db) all consents There shall not have occurred and approvals be continuing as of or otherwise arisen before the Effective Time any Governmental Entity required in connection with the consummation event, occurrence, revelation or development of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents a state of circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (but excluding (x) proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger); provided that, Parent agrees that it shall not exercise its right to waive the condition contained in this Section 9.03(b) should such waiver cause the Company not to be able to obtain the Financing. (c) Parent shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Parent, on or about the date the Registration Statement shall become effective, and subsequently, on the on the Closing Date, written opinions dated as of such dates substantially in the form of Exhibit G. In rendering such opinions, counsel to Parent shall be entitled to rely upon representations provided by Parent and the Company or substantially in the form of Exhibit E and Exhibit F, respectively. (d) Parent shall have received a Material Adverse Effect on customary opinion with respect to the solvency of Parent or result in criminal liability or material fines;connection with the reclassification of Parent Common Stock pursuant to the Charter Amendment and the Parent Common Stock Redemption, which opinion shall be in form and substance reasonably satisfactory to Parent and shall be from a nationally recognized provider of such opinions who shall be reasonably satisfactory to the Company. (e) as of Parent shall be reasonably satisfied that the Merger shall become effective immediately prior to after the Effective Time, holders of no more than 10% effectiveness of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCharter Amendment.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.05, 4.06, 4.23, 4.24 and 4.25 shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such date) with time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (B), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any action or proceeding by any Governmental Entity required Authority in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtainedAgreement, except for such consents (i) seeking to obtain material damages, (ii) seeking to restrain or approvals whichprohibit Parent’s, if not obtainedMerger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company’s capital stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate any material businesses, assets or properties of Parent or the Company or any of their respective material Subsidiaries or (iv) that would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (or, following the Effective Time, the Surviving Corporation) or Parent; (c) there shall not have been any action taken, or any Applicable Law enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act to the Merger and any applicable provisions of any Foreign Antitrust Law, that, in the reasonable judgment of Parent, is likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (iv) of paragraph (b) above; (d) the proceeds of the Financing shall be available in full to Parent and Merger Subsidiary pursuant to the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any (or if the Financing Definitive Agreements have been entered into, pursuant to the Financing Definitive Agreements); and (e) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) (i) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement (other than the representations and warranties set forth in any certificate or other writing delivered by the Company pursuant heretoSections 4.05 and 4.10(a)) (disregarding, disregarding for this purpose, all qualifications exceptions in those representations and exceptions contained therein warranties relating to materiality or materiality, Company Material Adverse Effect or any similar standard or qualification), shall be true when and correct at and as of the date hereof and the Effective Time, as if made and at and as of the Effective Time as if (except to the extent expressly made at and as of such time (or, if given as of a specific specified date, at and in which case as of such date) with only ), except where such exceptions as failure to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on as of the Company;Effective Time, (ii) the representations and warranties set forth in Section 4.05 shall be true and correct in all respects at and as of the date hereof and the Effective Time, as if made at and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date), provided that the condition set forth in this clause (ii) shall be deemed satisfied if the actual number of Company Ordinary Shares or other securities outstanding or issuable under Company Options outstanding as of the date hereof is greater or less than the number represented in Section 4.05 by no more than 1%, and (iii) the representation and warranty set forth in Section 4.10(a) shall be true and correct in all respects at and as of the date hereof and the Effective Time, as if made at and as of the Effective Time (except to the extent expressly made as of a specified date, in which case as of such date); and (c) Parent shall have received a certificate signed by an executive authorized officer of the of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; ; (bii) the representations and warranties of the Company contained in Sections 4.01 (Corporate Existence and Power), 4.02 (Corporate Authorization), 4.04(i) and (ii) (Non-contravention), 4.05 (Capitalization), 4.07(c) (SEC Filings), 4.10(i) (Absence of Certain Changes) and 4.20 (Antitakeover Statutes) of this Agreement shall be true and correct in all respects; (iii) the representations and warranties of the Company contained in Section 4.05 4.25(d) through (g) (Regulatory Matters) of this Agreement shall be true and correct in all respects material respects; (except for any de minimis inaccuracyiv) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, (disregarding all qualifications and exceptions contained therein relating or limitations as to materiality or “materially”, “Material Adverse Effect or any Effect” and words of similar standard or qualification, import set forth therein) shall be true when made and correct in all respects at and as of the date of this Agreement and as of the Effective Time as if made at and as of such time (or, if given in the case of those representations and warranties that are made as of a specific dateparticular date or period, at and as of such date) with only date or period), except where the failure of such exceptions as representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (cv) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect; (db) all consents since the date of this Agreement, there shall not have occurred and approvals of any Governmental Entity required in connection with the consummation be continuing as of the transactions contemplated by the Transaction Agreements shall have been obtainedEffective Time any event, except for such consents change or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have circumstance that has had a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia LawCompany; and (fc) The staff of the ELF Merger Agreement SEC shall not have been approved and adopted rejected or expressly disapproved any of the material terms or conditions of that certain Offer of Settlement of ▇▇▇▇▇▇▇, Inc. executed by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger)Company on March 18, shall have been satisfied or, to the extent permitted, waived2011.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time by Parent of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties each of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and (other than the Company Fundamental Representations) or in any certificate or other writing delivered by the Company pursuant hereto, hereto (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties that by their terms address matters only as of a specific dateanother specified time, at and which shall be true only as of such date) time), with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect; (c) each of the Company Fundamental Representations shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) (and except, in each case, for any insignificant inaccuracy); (d) since the date of this Agreement there shall not have been any change, effect, event or occurrence of fact that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; and (e) Parent shall have received a certificate certificate, signed by an executive officer of the Company Company, to the foregoing effect; effect that the conditions set forth in clauses (a), (b), (c) and (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall this Section 9.02 have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedsatisfied.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or to the extent permitted by Law) waiver of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.05, 4.25, 4.26, and 4.27 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true only as of such time) and (B) the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such datetime (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (B) with only only, such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any Governmental Entity required in connection with Authority, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s shareholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole or (iv) that otherwise, in the judgment of Parent, is likely to have a Material Adverse Effect on the Company or Parent; (c) there shall not have been any action taken, or any Applicable Law proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act to the Merger, that, in the judgment of Parent, is likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (iv) of paragraph (b) above; (d) the Company shall have been obtaineddelivered to Parent on the Closing Date a certificate for purposes of satisfying Parent’s obligations under Section 1.1445-2(c)(3)(i) of the Regulations and a notice to the IRS in accordance with Section 1.897-2(h)(2) of the Regulations; and (e) there shall not have occurred any event, except for such consents occurrence, revelation or approvals development of a state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company Elf shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company Elf contained in Section Sections 4.05 and 4.26 shall be true in all respects (except for any de minimis minimus inaccuracy) ), both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company Elf contained in this Agreement and in any certificate or other writing delivered by the Company Elf pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyElf or Parent; (c) Parent shall have received a certificate signed by an executive officer of the Company Elf to the foregoing effect; (d) all consents and or approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements hereby shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Elf or a Material Adverse Effect on Parent or result in criminal liability or material finesParent; (e) the employment agreements with the individuals listed in Exhibit A, in the forms entered into in connection with this Agreement, shall have been entered into by the parties thereto, and shall be in full force and effect (except for any failure to be in full force and effect resulting from unenforceability of the employment agreement or death of the individual); and (f) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation Section 262 of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedDelaware Law.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 this Agreement shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made correct at and as of the Effective Time, and all other representations and warranties date of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time time, except to the extent that the failure of any such representations and warranties to be so true and correct (orhaving eliminated any qualifications by reference to materiality or Material Adverse Effect therein) does not have, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; provided that the representations and warranties set forth in Sections 5.01, 5.02 and 5.05 shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made as of such date and (ciii) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect; (db) all consents there shall not have occurred and approvals be continuing as of or otherwise arisen before the Effective Time any Governmental Entity required in connection with the consummation event, occurrence, revelation or development of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents a state of circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company; (c) Parent shall have received the opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to Parent, dated the Closing Date, or other counsel reasonably acceptable to Parent, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that each of Parent, Merger Subsidiary and the Company or will be a Material Adverse Effect party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company and Parent or result containing customary representations with respect to such matters; (d) Parent shall have received, in criminal liability or material fines;form and substance reasonably satisfactory to Parent, from Deloitte & Touche LLP the “comfort” letter described in Section 9.02; and (e) as of immediately the Company shall have delivered a certificate in a form reasonably satisfactory to Parent dated not more than 30 days prior to the Effective TimeTime and signed by the Company to the effect that the Company is not, holders of no more than 10% nor has it been within five years of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation date of the ELF Merger (other than the consummation certification, a “United States real property holding corporation” as defined in Section 897 of the Merger), shall have been satisfied or, to the extent permitted, waivedCode.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 (other than the information set forth on Section 4.05 of the Company Disclosure Schedule with respect to the holder and the date of grant) shall be true in all respects (except for any de minimis inaccuracy) both when made at and as of the Effective Time as though if made at and as of such time, with, in the Effective Timecase of this clause (A), and all other only such exceptions that in the aggregate do not result in a net increase to the total amount of consideration to be paid by Parent pursuant to Article 2 by more than a de minimis amount, (B) the representations and warranties of the Company contained in this Agreement Sections 4.01, 4.02, 4.03, 4.06, and in any certificate or other writing delivered by the Company pursuant hereto, 4.25 (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and in all material respects at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true in all material respects only as of such time) and (C) the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such date) with time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (C), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect;; and (db) all consents and approvals since December 31, 2015, there shall not have occurred any event, occurrence, revelation or development of any Governmental Entity required in connection with the consummation a state of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; ; (bii) (A) the representations and warranties of the Company contained in Section 4.05 4.05(a) and (b) shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made correct at and as of the Effective Time, and all other representations and warranties date of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any such representations and warranties that by their terms address matters only at and as of a specific dateanother specified time, which shall be true and correct, only at and as of such datetime), in each case, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to cause the aggregate consideration to be paid by Parent and Merger Subsidiary to holders of Company Securities under this Agreement to increase by $7,500,000 or more, (B) with the representation and warranty of the Company contained in Section 4.10(a)(ii) shall be true and correct at and as of the times specified therein, (C) the representations and warranties of the Company contained in Section 4.21 shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time, and (D) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) only as of such time), with, in the case of this clause (D) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals no event, occurrence, revelation, development, change or state of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on shall have occurred since the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesdate of this Agreement and be continuing; (ec) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares there shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall not have been approved instituted and adopted remain pending any unresolved action or proceeding by the stockholders of ELF in accordance with Delaware Law whether by consent any Governmental Authority (i) challenging or seeking to make illegal, enjoin or otherwise and all other conditions to consummation of the ELF Merger (other than restrain or prohibit the consummation of the Merger), (ii) seeking to restrain or prohibit the ownership or operation by Parent, the Company or any of their respective Affiliates of all or any portion of the businesses or assets of any of Parent, the Company or any of their respective Affiliates following the Closing, except in any such case in so far as such restraint or prohibition would constitute an Agreed Action, or (iii) seeking to compel Parent, the Company or any of their respective Affiliates to take or accept any Burdensome Condition, other than an Agreed Action; and (d) no Applicable Law shall have been satisfied orenacted, to the extent permittedenforced, waivedpromulgated or issued that has or would result in a Burdensome Condition, other than an Agreed Action.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver by Parent (to the extent permitted by applicable law) of the following further conditions: (ai) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 this Agreement (A) that are qualified by materiality or Company Material Adverse Effect shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations or warranties that address matters only as of a specific certain date, which shall be true as of such date), and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true at and as of the Effective Time as if made at and as of such time (other than such representations or warranties that address matters only as of a certain date, which shall be true as of such date), provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 9.02(a)(ii)(B) with only shall be deemed to have been satisfied even if any representations and warranties of the Company (other than Sections 4.02(b), 4.05, 4.06(b), 4.06(d), 4.14, 4.15 and 4.19(b) which must, in each case, be true and correct in all material respects) are not so true and correct unless the failure of such exceptions as would not reasonably representations and warranties of the Company to be expected to haveso true and correct, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, and (ciii) Parent shall have received a certificate signed by an the acting chief executive officer and the chief financial officer of the Company to the foregoing effect;. (b) There shall not have been instituted or be pending any action or proceeding by any Governmental Authority which would reasonably be expected to have a Regulatory Material Adverse Effect (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger). (c) One of the following events shall have occurred in Ireland: (i) the Irish Competition Authority shall have informed Parent and the Company that it has determined, pursuant to Section 21(2)(a) of the Irish Competition Act, that the Merger may be put into effect and the Minister shall not have directed the Irish Competition Authority to carry out an investigation under Section 22 of the Competition Act; or (ii) the period specified in Section 19(1)(c) of the Irish Competition Act shall have elapsed without the Irish Competition Authority having informed Parent or the Company of the determination (if any) it has made under Section 21(2)(a) or (b) of the Irish Competition Act; or (iii) the Irish Competition Authority, having carried out an investigation under Section 22 of the Irish Competition Act, shall have made a determination under Section 22(3)(a) or Section 22(3)(c) of the Irish Competition Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect and the Minister shall not have made an order within the period specified in Section 23(4) of the Irish Competition Act; or (iv) the Irish Competition Authority, having carried out an investigation under Section 22 of the Irish Competition Act, shall have made a determination under Section 22(3)(a) or (c) of the Irish Competition Act which would not reasonably be expected to give rise to a Regulatory Material Adverse Effect and one of the following events shall have occurred: (A) the Minister shall have made an order under Section 23(4)(a) of the Irish Competition Act; or (B) the Minister shall have made an order under Section 23(4)(b) of the Irish Competition Act which would not reasonably be expected to have a Regulatory Material Adverse Effect; or (v) the period specified in Section 19(1)(d) of the Irish Competition Act shall have elapsed without the Irish Competition Authority having made a determination under Section 22 of the Irish Competition Act in relation to the Merger. (d) all consents All consents, approvals, waivers and approvals of actions of, filings with and notices to, any Governmental Entity required Authority or any other Person necessary to be obtained or made by the Company or any of its respective Subsidiaries (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the consummation of Merger) to consummate the transactions contemplated by the Transaction Agreements this Agreement shall have been obtained, be in effect and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure of which to obtain would not, and such limitations, conditions, restrictions or approvals which, if not obtained, obligations as would not, individually or in the aggregate, reasonably be expected to have a Regulatory Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;Effect. (e) There shall not have occurred and be continuing as of or otherwise arisen before the Effective Time any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (but excluding (x) related proceedings of the Competition Appeal Tribunal or any higher court following satisfaction of the condition in Section 9.01(c)(i)(B)(z), Section 9.01(c)(ii)(B)(z), Section 9.01(c)(iii) or Section 9.01(c)(iv) and (y) any proceeding before or made to the Irish High Court in connection with the Merger). (f) Dissenting Shares shall comprise not more than 15% of the Company Stock outstanding immediately prior to the Effective Time, holders of no more than 10% . (g) The earlier of the outstanding Shares following shall have taken actions occurred: (i) Parent shall have received a private letter ruling, closing agreement or similar document from the IRS to assert appraisal rights under Georgia Law; and the effect described in Section 9.02(g) of the Parent Disclosure Schedule, provided that at all times prior to the receipt of such ruling, agreement or document Parent reasonably believes that there is a reasonable possibility that such ruling, agreement or document will in fact be received, or (fii) the ELF Merger Agreement shall have been approved and adopted by date that is six months from the stockholders date of ELF in accordance with Delaware Law whether by consent this Agreement; provided that, if, prior to the satisfaction or otherwise and waiver of this condition, all of the other conditions to consummation of the ELF Merger (other than the consummation of the Merger), contained in this Article 9 shall have been satisfied oror waived (other than conditions that by their nature are to be satisfied at the Effective Time and can immediately be satisfied), then Parent shall promptly waive either (i) the condition set forth in this Section 9.02(g) or (ii) the conditions set forth in Section 9.02(a)(ii), Section 9.02(a)(iii) (to the extent permittedrelating to Section 9.02(a)(ii), waivedprovided that, the Company delivers to Parent the certificate contemplated by Section 9.02(a)(iii) relating to Section 9.02(a)(ii) as of the date of this waiver) and Section 9.02(e).

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company Representations, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall have performed be true in all material respects all of its obligations hereunder required to be performed by it at or prior respects, and to the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 extent so qualified shall be true in all respects (except for any de minimis inaccuracy) both as so qualified, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect; (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect, and (iv) the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Closing Date, certifying: (A) the Company Board Approval and the Transaction Approvals, and (B) any and all Company Board, committee and shareholder resolutions, consents or other actions taken by the Company Board, any committee of the Board or the shareholders between the Agreement Date and the Closing Date; (b) the Company shall have performed in all material respects its obligations under the Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) there shall not be instituted or pending any Proceeding initiated by any Governmental Authority, or instituted or pending any Proceeding initiated by any other Third Party that has a reasonable likelihood of success, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); (e) the applicable waiting period (and any extension thereof, subject to Section 6.11(d)) applicable to the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained; (f) the Company shall have performed in all respects its obligations under Section 6.01(h) of this Agreement, and (g) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) there is not pending any suit, action or proceeding by a Governmental Authority of competent jurisdiction (i) that seeks to make illegal or prevent or otherwise restrain the Company shall have performed consummation of the Merger or (ii) that, individually or in all material respects all of its obligations hereunder required the aggregate, is reasonably expected to be performed by it at or prior to the Effective Timeimpose a Substantial Detriment; (b) there is no restraining order, preliminary or permanent injunction or other order, or any judgment, ruling, decree or law issued, enacted, promulgated or enforced by a Governmental Authority of competent jurisdiction or other legal restraint or prohibition, in each case, (i) making illegal or preventing or otherwise restraining the consummation of the Merger or (ii) imposing or, individually or in the aggregate, reasonably expected to impose a Substantial Detriment; (c) the representations and warranties of the Company (i) contained in Sections 4.01, 4.02(a) and 4.10(ii) shall be true and correct in all respects at and as of the Closing Date as if made on and as of the Closing Date (except for representations and warranties expressly made as of a specified time, which shall be true and correct in all respects as of such specified time), (ii) contained in Section 4.05 shall be true and correct in all respects (except for any respects, other than in de minimis inaccuracy) both when made and as of the Effective Time as though made respects, at and as of the Effective Time, Closing Date as if made on and all other as of the Closing Date (except for representations and warranties expressly made as of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant heretoa specified time, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, which shall be true when made and correct in all respects, other than in de minimis respects, as of such specified time), (iii) contained in Section 4.02(b), the last two sentences of Section 4.06(a), Section 4.06(b) and Section 4.22 shall be true and correct in all material respects at and as of the Effective Time Closing Date as if made at and as of such time the Closing Date (or, if given except for representations and warranties expressly made as of a specific datespecified time, which shall be true and correct in all material respects as of such specified time) and (iv) contained in Article 4 of this Agreement (other than those referred to in the foregoing clauses (i)-(iii)) (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties expressly made as of a specified time, which shall be true and correct in all respects, subject to the exceptions below, as of such date) specified time), with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (cd) Parent the Company shall have received performed in all material respects all of its obligations under this Agreement required to be performed by it prior to the Closing Date; (e) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing Date to the foregoing effect; effect with respect to clauses (c) and (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Lawabove; and (f) the ELF Merger Agreement there shall not have been approved occurred and adopted by the stockholders of ELF be continuing (i) any general suspension of, or limitation on trading in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger securities on NASDAQ (other than a shortening of trading hours or any coordinated trading halt triggered solely as a result of a specified increase or decrease in a market index); (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the consummation United States generally or in the State of New York; or (iii) any material limitation (whether or not mandatory) by any Governmental Authority on the Merger), shall have been satisfied or, to the extent permitted, waivedextension of credit by banks or other lending institutions.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by Parent of the following further conditions: (a) the Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Effective Time; (b) except as set forth in the representations and warranties of following sentence, the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and or in any certificate or other writing delivered by the Company pursuant hereto, hereto (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and correct as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties that by their terms address matters only as of a specific dateanother specified time, at and which need be true only as of such datetime), except where the failure of such representations to be so true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein) with only such exceptions as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (except that for the purpose of this condition and solely with respect to the representations and warranties of the Company contained in Section 4.10(a), a Material Adverse Effect on the Company shall be determined in the context of the current trends and expectations regarding the Company’s financial condition, business, results of operation and cash flows as reflected in the “Base Plan” included in the management presentation dated March 2010 and delivered by the Company to Parent on or about March 19, 2010). In addition, the representations and warranties of the Company contained in Section 4.02 (Corporate Authorization), Section 4.05 (Capitalization), Section 4.06 (Subsidiaries), Section 4.20 (Finders’ Fees) and Section 4.22 (Antitakeover Statutes and Rights Agreement) shall be true and correct in all material respects, in each case as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which need be true only as of such time); (c) there shall not be pending any Action by any Governmental Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to prohibit the consummation of the Merger, (ii) seeking to prohibit Parent’s or Merger Subsidiary’s ability effectively to exercise full rights of ownership of the Company Capital Stock, including the right to vote any shares of Company Capital Stock acquired or owned by Parent or Merger Subsidiary following the Effective Time on all matters properly presented to the Company’s stockholders or (iii) seeking to compel Parent, the Company or any of their respective Subsidiaries to take any action of the type described in clause (A) or (B) of the last sentence of Section 8.01(a) that is not required to be effected pursuant to the terms of this Agreement; and (d) Parent shall have received a certificate signed executed on behalf of the Company by an executive officer of the Company to regarding the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation satisfaction of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or conditions set forth in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the MergerSections 9.02(a), shall have been satisfied or, to the extent permitted, waived9.02(b) and 9.02(c).

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 this Agreement (other than those set forth in clause (iii) below), disregarding all materiality and Company Material Adverse Effect qualifications contained therein, shall be true in all respects (except for any de minimis inaccuracy) both when made and correct on and as of the Effective Time as though made at and as of the Effective TimeClosing Date, and all other than representations and warranties that by their terms address matters only as of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant heretoanother specified time, which, disregarding all qualifications materiality and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard or qualificationqualifications contained therein, shall be true when made and at and as of the Effective Time as if made at and correct only as of such time (ortime, if given as of a specific datein each case, at and as of such date) with only such exceptions as would have not had, and are not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) the representations and warranties of the Company set forth in Sections 4.01, 4.02, 4.05 and 4.23, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, shall be true and correct in all material respects on and as of the Company; Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, shall be true and correct in all material respects only as of such time, and (civ) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect;; and (db) all consents there shall not be pending any action or proceeding by any government or governmental authority or agency, domestic, foreign or supranational, before any court or governmental authority or agency, domestic, foreign or supranational, of a jurisdiction in which a material portion of the business or assets of the Company and approvals of any Governmental Entity required in connection with its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, is located (i) challenging or seeking to make illegal or to restrain or prohibit the consummation of the transactions contemplated by Merger or (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its respective Subsidiaries) of all or any material portion of the Transaction Agreements shall have been obtained, except for such consents business or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a Material Adverse Effect on whole, or to compel Parent or result in criminal liability any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material fines;portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. (ec) as of immediately prior to the Effective Time, holders of no not more than 1015% of the outstanding Shares shall have taken actions to assert demanded appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF their shares in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedLaw.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obliga­tions of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations and covenants hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 this Agreement shall be true in all respects (except for any de minimis inaccuracy) both when made and correct as of the Effective Time as though made at Closing Date with the same force and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time effect as if made at on the Closing Date (provided that any such representation and as of such time (or, if given warranty made as of a specific date, at date shall be true and correct as of such specific date) with only ), except for such exceptions as would not reasonably be expected to have, inaccuracies that individually or in the aggregate, aggregate do not have a Material Adverse Effect on the Company; Company as of the Closing Date and except for changes contemplated by this Agreement (cit being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other qualifications based on the word “material” or similar phrases contained in such representations and warranties shall be disregarded, and any update of or modification to the Company Disclosure Letter made or proposed to have been made after the execution of this Agreement shall be disregarded), and (iii) Parent shall have received a certificate signed by an the chief executive officer of the Company to the foregoing effect; (db) the Company shall have received all consents consents, waivers and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated hereby in connection with the agreements, contracts, licenses or leases set forth in Section 4.5 of the Disclosure Schedule; (c) Oyo Corporation U.S.A. shall have executed and delivered to Parent a Lock-up Agreement and such agreement shall be in full force and effect as of a date prior to the mailing of the Proxy Statement/Prospectus to the Company Stockholders; (d) the Company shall have provided to Parent the executed resolutions of the Board of Directors of the Company and executed amendment to any Company 401(k) Plan required pursuant to Section 7.9(b) hereof; (e) each member of the Company’s Board of Directors, each of the Company’s executive officers, and OYO Corporation U.S.A. shall have executed and delivered to Parent Support Agreements in the form set forth at Exhibit A; (f) the Company shall have provided Parent with a certificate, executed on behalf of the Company by an executive officer of the Transaction Agreements Company, confirming that the conditions set forth in subparagraphs (b), (c) and (h) of this Section 8.2 have been duly satisfied; (g) the written resignations of all of the officers and directors of the Company, effective as of the Effective Time, shall have been obtaineddelivered to Parent; (h) no more than twenty-five percent (25%) of the individuals listed as key employees in Parent’s letter to the Company dated March 26, except for such consents 2002 shall have ceased to be employed by the Company, or approvals shall have expressed an intention to terminate his or her employment with the Company or to decline to accept continued employment with the Company post Merger; (i) there shall not be pending any suit, proceeding or investigation: (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (iii) seeking to prohibit or limit in any material respect Parent’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (iv) which, if adversely determined could have a Material Adverse Effect on the Company or Parent; (j) the Company or its transfer agent shall not obtained, would not, individually have received on or in prior to the aggregate, Effective Time notice from holders of more than 4.90% of Company Common Stock of their intention to exercise rights of dissent; (k) there shall have not occurred any event or change since the date of the Agreement that has had or could reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia LawCompany; and (fl) the ELF Merger Agreement shall Company should have been approved procured continuing directors and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise officers liability insurance as set forth in, and all other conditions to consummation of the ELF Merger (other than the consummation of the Mergerconsistent with, Section 7.13(c), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (ai) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other The representations and warranties of the Company contained in this Agreement shall be true and correct (in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications case of representations and exceptions contained therein relating warranties qualified as to materiality or Material Adverse Effect Effect) or any similar standard or qualification, shall be true when made and correct in all material respects (in the case of other representations and warranties) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, in which case only as of such time); and (ii) the representations and warranties of the Company contained in any certificate or other writing delivered by the Company pursuant to this Agreement shall be true and correct at and as of the date delivered and at and as of the Effective Time as if made at and as of such datetime (other than such representations and warranties that by their terms address matters only as of another specified time, in which case only as of such time). (b) The Company shall have performed or complied in all material respects with only all covenants and obligations required to be performed by it under this Agreement at or prior to the Effective Time. (c) The Company shall have received all consents, authorizations or approvals from the Governmental Authorities referred to in Section 4.03, in each case in form and substance reasonably satisfactory to Parent, and no such exceptions as would consent, authorization or approval shall have been revoked. (d) There shall not reasonably be expected to havehave occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents has had or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (e) The Company shall have delivered to Parent a certificate of the Company, executed by an executive officer of the Company, that each of the conditions set forth in Section 9.03(a) through (d) has been satisfied in all respects. (f) There shall not have been any action taken, or any Applicable Law proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act to the Merger, that, in the judgment of Parent, is likely, directly or indirectly, (i) to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger, (ii) to restrain or prohibit Parent’s or the Surviving Corporation’s ownership or operation of all or any material portion of the Company or any of its Subsidiaries, or of Parent and its Subsidiaries taken as a whole, (iii) to compel Parent or the Surviving Corporation to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries, or of Parent and its Subsidiaries, taken as a whole, or (iv) to have a Material Adverse Effect on Parent the Company or result in criminal liability or material fines;any of its Subsidiaries, taken as a whole. (eg) Appraisal, dissenters’ or similar rights under Applicable Law with respect to any of the transactions contemplated by this Agreement shall not remain outstanding with respect to more than ten percent (10%) of the outstanding shares of Company Stock (on an As-Converted basis). (h) Parent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of immediately the Closing Date, in the form attached hereto as Exhibit E. (i) The Company shall have provided notice in accordance with the terms of each agreement identified in Schedule 4.11(e) of the Company Disclosure Schedule. (j) Each Key Employee Employment Agreement with each Key Employee set forth on Schedule 9.03(j) shall be in full force and effect. (k) Each of the contracts set forth on Schedule 9.03(k) shall be in full force and effect. (l) Parent shall have been furnished evidence reasonably satisfactory to it that (x) all Company Stock Options and Company Warrants have been exercised or terminated at or prior to the Effective Time, Time and that there are no Company Stock Options or Company Warrants outstanding as of the Effective Time and (y) all required notifications of the Merger and the other transactions contemplated hereby to the holders of no Company Stock, Company Stock Options and Company Warrants have been properly and timely delivered. (m) The Company shall have delivered (i) a certification for the Company, dated not more than 10% 30 days prior to the Closing Date and signed by the Company, that satisfies the requirements of Treasury Regulation Sections 1.897-2(h)(2) and 1.1445-2(c)(3) and confirms that the Company is not, nor has it been within 5 years of the outstanding Shares date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code and (ii) a notice to the Internal Revenue Service, signed by the Company, that satisfies the requirements of Treasury Regulation Section 1.897-2(h)(2). (n) The Company shall have taken actions delivered to assert appraisal rights under Georgia Law; andthe Parent the Purchase Price Adjustment Statement and the Closing Payment Schedule upon the terms and subject to the conditions of Section 2.07 and Section 2.08, respectively, of this Agreement. (fo) The Company and the ELF Merger Agreement Equityholders’ Representative shall have been approved delivered to Parent a copy of the Escrow Agreement, duly and adopted validly executed by the stockholders Company and the Equityholders’ Representative, respectively. (p) Parent shall have received such customary documents from the Company as Parent may reasonably request in good faith for the purpose of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than facilitating the consummation of the Merger), shall have been satisfied or, to Merger and the extent permitted, waivedother transactions contemplated by this Agreement and the Related Agreements.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (ai) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at as of or prior to the Effective Time; Closing Date, (bii) (A) the representations and warranties of the Company contained set forth in Section 4.05 this Agreement which are qualified by a “Company Material Adverse Effect” qualification shall be true and correct in all respects (except for any de minimis inaccuracy) both when made as so qualified at and as of the Effective Time date of this Agreement and at and as of the Closing Date as though made at and as of the Effective Time, Closing Date and all other (B) the representations and warranties of the Company contained set forth in this Agreement and in any certificate or other writing delivered which are not qualified by the a “Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, Effect” qualification shall be true when made and correct at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtainedClosing Date, except for such consents or approvals which, if not obtained, failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Company Table of Contents Material Adverse Effect Effect; provided, however, that, with respect to clauses (A) and (B) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (A) or (B), as applicable), only as of such date or period; (b) Parent shall have received an opinion of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP (or such other counsel reasonably acceptable to Parent), on the basis of representations and assumptions set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Parent, the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Lawothers reasonably requested by counsel; and (fc) since the ELF Merger Agreement date of this Agreement, there shall not have been approved and adopted by any event, occurrence, development or state of circumstances which, individually or in the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions aggregate, would be reasonably likely to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waiveda Company Material Adverse Effect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (ai) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at as of or prior to the Effective Time; Closing Date, (bii) (A) the representations and warranties of the Company contained set forth in Section 4.05 this Agreement which are qualified by a "Company Material Adverse Effect" qualification shall be true and correct in all respects (except for any de minimis inaccuracy) both when made as so qualified at and as of the Effective Time date of this Agreement and at and as of the Closing Date as though made at and as of the Effective Time, Closing Date and all other (B) the representations and warranties of the Company contained set forth in this Agreement and in any certificate or other writing delivered which are not qualified by the a "Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, Effect" qualification shall be true when made and correct at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtainedClosing Date, except for such consents or approvals which, if not obtained, failures to be true and correct as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect; PROVIDED, HOWEVER, that, with respect to clauses (A) and (B) hereof, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (A) or (B), as applicable), only as of such date or period; (b) Parent shall have received an opinion of McDermott Will & Emery LLP (▇▇ ▇▇▇▇ other c▇▇▇▇▇l reasonably acceptable to Parent), on the basis of representations and assumptions set forth or referred to in such opinion, dated as of the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Parent, the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Lawothers reasonably requested by counsel; and (fc) since the ELF Merger Agreement date of this Agreement, there shall not have been approved and adopted by any event, occurrence, development or state of circumstances which, individually or in the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions aggregate, would be reasonably likely to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waiveda Company Material Adverse Effect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, hereto shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given except that those representations and warranties which address matters only as of a specific date, at particular date need only be true and correct as of such date) date and, in each case, except for breaches with only such exceptions as would respect to all representations and warranties that have not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; Company (cit being agreed that, for purposes of this Section 9.02(a)(ii), the representations and warranties of the Company contained in this Agreement shall be deemed to have been made without any qualifications as to materiality and, accordingly, references to “material,” “Material Adverse Effect,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom) and (iii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer or Chief Financial Officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any Governmental Entity required action or proceeding (or any investigation or other inquiry that might result in connection with such action or proceeding) by any government or governmental authority or agency, domestic, foreign or supranational, before any court or governmental authority or agency, domestic, foreign or supranational, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements shall have been obtainedMerger, except for such consents (ii) seeking to restrain or approvals prohibit Parent’s ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, which, if not obtained, would not, individually or in the aggregatecase of clause (ii) only, have had or could reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;Company; and (ec) the Company shall have delivered a certification in the form attached as of immediately Exhibit B hereto dated not more than 30 days prior to the Effective TimeTime and signed by the Company to the effect that the Company is not, holders of no more than 10% nor has it been within five years of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation date of the ELF Merger (other than the consummation certification, a “United States real property holding corporation” as defined in Section 897 of the Merger), shall have been satisfied or, to the extent permitted, waivedCode.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating hereto (without regard to materiality or Material Adverse Effect or any similar standard or qualification, qualifiers contained therein) shall be true when made and correct at and as of the date of this Agreement and the Effective Time as if made at and as of such time (or, if given other than representations and warranties made as of a specific specified date, at which shall be true and correct as of such specified date) with only such exceptions as ), except where the failure to be so true and correct individually or in the aggregate has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company; ; provided that the representations and warranties set forth in Sections 4.01, 4.02 and 4.05 shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made as of such date, and (ciii) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect; (db) all consents and approvals of any No Action shall be pending by a Governmental Entity required in connection with the Authority (i) seeking to prevent consummation of the transactions contemplated by Merger, (ii) seeking to impose any limitation on the Transaction Agreements right of Parent to control the Company and its Subsidiaries, or (iii) seeking to restrain or prohibit the Company’s or Parent’s ownership or operation (or that of their respective Subsidiaries or Affiliates) of any portion of the business or assets of the Company or its Subsidiaries or Affiliates, or to compel the Company or Parent or any of their respective Subsidiaries or Affiliates to dispose of or hold separate any portion of the business or assets of the Company or its Subsidiaries or Affiliates; and (c) there shall not have been obtainedoccurred and be continuing as of the Effective Time any event, except for such consents occurrence, or approvals whichchange that has had, if not obtained, or would not, individually or in the aggregate, reasonably be expected to have have, a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are is further subject to the satisfaction of each of the following further conditions: (a) The representations and warranties of the Company set forth in Article IV which are qualified as to materiality shall be true, correct and complete in all respects, and the representations and warranties of the Company set forth in Article IV as are not so qualified shall be true and correct in all material respects, in each case, at and as of the date when made and as of the date of the Closing with the same effect as though made at and as of such time. Parent shall have received a certificate of an executive officer of the Company on its behalf to the foregoing effect. (b) The Company shall have performed in all material respects all of its the covenants and obligations hereunder under this Agreement required to be performed by it the Company at or prior to the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Closing. Parent shall have received a certificate signed by of an executive officer of the Company on its behalf to the foregoing effect. (c) At the Closing, the Company shall have delivered, or caused to be delivered, to the Parent the following: (i) if requested by Parent, customary payoff letters (in form and substance reasonably satisfactory to Parent) with respect to the indebtedness of the Company outstanding under the Existing Credit Facility, together with customary lien and collateral releases; (dii) all consents an affidavit (in form and approvals of any Governmental Entity required in connection with the consummation substance reasonably satisfactory to Parent) executed by an officer of the transactions contemplated by Company on behalf of the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or Company certifying that interests in the aggregate, reasonably be expected to have a Material Adverse Effect on Company are not “United States real property interests” (within the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesmeaning of Section 897 of the Code); (eiii) letters of resignation from the Persons required to resign from the Companies as specified in the first sentence of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia LawSection 2.8; and (fiv) a certificate of an authorized officer of the Company certifying as to (A) the ELF Merger Agreement shall have been approved certificate of incorporation, certification of formation or equivalent governing documents of the Company and its Subsidiaries, (B) the bylaws (or equivalent) of the Company and its Subsidiaries and (C) written resolutions duly adopted by the stockholders board of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation directors of the ELF Merger (other than Company approving this Agreement and the consummation of transactions agreements contemplated herein, including the Merger), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 Sections 4.02, 4.05, 4.12, 4.13, 4.20 and 4.26 shall be true in all material respects (except for any de minimis inaccuracy) both when made at and as of the Effective Time as though if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date), (iii) the representations and warranties of the Stockholders in the other Transaction Documents shall be true at and as of the Effective TimeTime as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, in the aggregate, would not adversely affect in any material respect (determined on an overall basis taking into account the rights and obligations of all Stockholders under all such other Transaction Documents) any material right of, benefit to or obligation of Parent contained in such other Transaction Documents, (iv) the other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant heretohereto (which representations and warranties shall, disregarding all qualifications and exceptions for purposes of this Section 9.02(a) only, be read without any qualification contained therein relating as to materiality or Company Material Adverse Effect or any similar standard or qualification, Effect) shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given except to the extent that any such representation and warranty expressly speaks as of a specific an earlier date, at in which case such representation and warranty (as so read) shall be true as of such earlier date) with only ), except where the failure of such exceptions as representations and warranties to be true and correct, in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the Company; and (cv) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not be instituted or pending any suit, action or proceeding initiated or maintained by any Governmental Entity required in connection with the consummation of Authority relating to the transactions contemplated by this Agreement: (i) seeking to restrain, prohibit or otherwise interfere with the Transaction Agreements ownership or operation by Parent or any of its Affiliates of all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Affiliates or to compel Parent or any of its Affiliates to dispose of all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Affiliates, (ii) seeking to impose or confirm limitations on the ability of Parent or any of its Affiliates effectively to exercise full rights of ownership of the Company or any of its Subsidiaries or (iii) seeking to require divestiture by Parent or any of its Affiliates of the Company, any of the Company’s Subsidiaries or any Subsidiary of Parent or any of its Affiliates (or all or any material portion of their respective business and assets); (c) there shall have been obtainednot be any action taken, except for such consents or approvals whichany Applicable Law, if not obtainedinjunction, would notorder or decree proposed, individually enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the matters described in the aggregateSections 4.03 and 5.03, that could, directly or indirectly, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesany of the consequences referred to in Section 9.02(b)(i) through (iii); (d) each of the Escrow Agreement and Registration Rights Agreement shall have been executed and delivered by each of the parties thereto (other than Parent), and each of the foregoing shall be in full force and effect; (e) as each Support Agreement shall be in full force and effect and no Stockholder party thereto shall be challenging the effectiveness of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; andany such Support Agreement; (f) the ELF Merger Voting Agreement shall have been approved be in full force and adopted by effect and no Stockholder party thereto shall be challenging the stockholders effectiveness of ELF in accordance with Delaware Law whether by consent or otherwise such Voting Agreement; (g) the consents and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.approvals set forth on Exhibit 9.02

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver at or prior to the Closing of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any and correct, other than by a de minimis inaccuracyamount, (B) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement Sections 4.01, 4.02, 4.21, 4.22, 4.23 shall be true and in any certificate or other writing delivered by the Company pursuant hereto, correct (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard or qualification, shall be true when made and qualifications contained therein) in all material respects at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true in all material respects only as of such time) and (C) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such datetime (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (C) with only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals there shall not have occurred any event, occurrence, revelation or development of any Governmental Entity required in connection with the consummation a state of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have be a Closing Company Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesEffect; (ec) as Parent or Merger Subsidiary shall have received the written approval of immediately prior DSS to operate the Effective Time, holders of no more than 10% business of the outstanding Shares shall have taken actions Company pursuant to assert appraisal rights under Georgia Lawa FOCI mitigation arrangement in accordance with the NISPOM; and (fd) DDTC shall not have sent written notice to the Surviving Corporation or to Parent that DDTC has made the final determination that DDTC will neither approve (i) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation registration of the ELF Merger Surviving Corporation as a manufacturer or exporter of defense articles under ITAR nor (other than ii) the consummation transfer from the Surviving Corporation to Parent of the Merger), shall have been satisfied or, to the extent permitted, waivedSurviving Corporation’s registration as a manufacturer or exporter of defense articles under ITAR.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations covenants hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered (A) that are not qualified by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when and correct in all material respects (other than representations and warranties made as of a specified date or for a specified period, which shall be true and correct as of such specified date or for such specified period) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties made as of a specific datespecified date or for a specified period, at which shall be true and correct as of such date) specified date or for such specified period), with only such exceptions as have not had and would not reasonably be expected to havehave over a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Material Adverse Effect on the Company; Company and (ciii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company to the foregoing effect; (db) all consents there shall not have been instituted and approvals of be pending any action or proceeding by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger or seeking to obtain material damages relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Common Stock, including the right to vote any shares of Company Common Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (c) Parent shall have been obtainedreceived an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ in form and substance reasonably satisfactory to Parent, except on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. In rendering such consents opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits C and D hereto; and (d) there shall not have occurred or approvals otherwise arisen before and be continuing as of the Effective Time any event, change or development which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (bi) the representations and warranties each of the Specified Company contained in Section 4.05 Representations shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made or at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating time prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date); (ii) each of the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made or at any time prior to the Effective Time as if made at and as such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date) with only such exceptions as ); provided that the Other Company Representations shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect; provided further that each of the Other Company Representations, the breach of which would reasonably be expected to have a material and adverse effect on the Company; business of Parent and its Subsidiaries, taken as a whole, occurring at or following the Effective Time, shall be true in all material respects as of such specified date; and (ciii) Parent shall have received a certificate signed on behalf of the Company by an a senior executive officer of the Company to the foregoing effect; (db) the Company shall have performed in all consents material respects its obligations under the Agreement, and approvals Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) there shall not be instituted or pending any Proceeding initiated by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the transactions contemplated Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of any Company Shares or any shares of common stock of the Surviving Corporation, including the right to vote the Company Shares or the shares of common stock of the Surviving Corporation acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates on all matters properly presented to the Transaction Agreements Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Shares; (d) there shall not have been any action taken, or any Applicable Law shall have been obtainedproposed, except enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act or any Foreign Competition Law or any requirement for such consents affirmative approval of a Governmental Authority under any Foreign Competition Law, that is likely, directly or approvals whichindirectly, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;any of the consequences referred to in clauses (i) through (iv) of paragraph (c) above; and (e) as no change shall have occurred in the business, financial condition, or operations or results of immediately prior to the Effective Time, holders of no more than 10% operations of the outstanding Shares shall Company or any of its Subsidiaries that is or is likely to have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waiveda Company Material Adverse Effect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time;, (b) the representations and warranties of the Company contained in Section 4.05 this Agreement shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made correct at and as of the Effective Time, and all other representations and warranties date of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time time, except to the extent that the failure of any such representations and warranties to be so true and correct (orhaving eliminated any qualifications by reference to materiality or Material Adverse Effect therein) does not have, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; provided that the representations and warranties set forth in Sections 5.01, 5.02 and 5.05 shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as if made as of such date; (c) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect; (d) all consents there shall not have occurred and approvals be continuing as of or otherwise arisen before the Effective Time any Governmental Entity required in connection with the consummation event, occurrence, revelation or development of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents a state of circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesCompany; (e) Parent shall have received the opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, dated the Closing Date, in the form of Exhibit A hereto; (f) Parent shall have received, in form and substance reasonably satisfactory to Parent, from ▇▇▇▇▇▇ LLP the “comfort” letter described in Section 9.02; (g) the Company shall have delivered a certificate in a form reasonably satisfactory to Parent dated not more than 30 days prior to the Effective Time and signed by the Company to the effect that the Company is not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code; (h) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ shall have entered into employment agreements with the Parent, effective as of the Effective Time, on terms mutually agreed upon between each such individual and Parent; (i) the Net Liquid Assets of the Company as of the Closing Date shall exceed $2.5 million, less any Agreed Upon Expenditure Amount; (j) the Company Warrants outstanding immediately prior to the Effective Time, holders of shall, immediately after the Effective Time, (A) (i) represent the right to purchase no more than 10325,000 shares of Parent Common Stock; (ii) have an exercise price of at least $17.50 per share; and (iii) not contain any weighted average, full-ratchet or other extraordinary “anti-dilution” provisions; and (B) the holders of the Company Warrants shall not have any registration rights with respect to any securities underlying the Company Warrants (or any Parent Warrants issued in exchange therefore); and (k) not more than 5% of the outstanding Shares shares of Company Common Stock shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedbe Appraisal Shares.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior Representations, to the Effective Time; (b) the representations and warranties of the extent not qualified as to materiality or “Company contained in Section 4.05 Material Adverse Effect,” shall be true in all respects (except for any de minimis inaccuracy) both material respects, and to the extent so qualified shall be true in all respects, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; (iii) Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect, and (iv) the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Closing Date, certifying: (A) the approval of the Company Board and the stockholders of the Company of this Agreement and the transactions contemplated hereby, (B) the certificate of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, and (C) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of this Agreement and the Closing Date; (b) the Company shall have performed in all material respects its obligations under this Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; (c) there shall not be instituted or pending any Proceeding initiated by any Governmental Authority, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); (e) the applicable waiting period (and any extension thereof, subject to Section 6.11(d)) applicable to the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained; (f) the Company shall have performed in all respects its obligations under Section 6.01(h) of this Agreement; and (g) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver by Parent) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 (Capitalization) shall be true and correct, other than inaccuracies that do not, individually or in all respects (except for any de minimis inaccuracy) both when made and as the aggregate, require payments pursuant to Article 2 in excess of the Effective Time as though made $500,000, at and as of the Effective Time, and all other representations and warranties date of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given in the case of those representations and warranties that are made as of a specific dateparticular date or period, as of such date or period), (B) the representations and warranties of the Company contained in Section 4.01 (Corporate Existence and Power), Section 4.02 (Corporate Authorization), Section 4.10(i) (Absence of Certain Changes), Section 4.11 (No Undisclosed Material Liabilities), Section 4.20 (Antitakeover Statutes) and Section 4.22 (Finders’ Fees) shall be true and correct in all material respects at and as of the date of this Agreement and as of the Effective Time as if made at and as of such datetime (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period) with only and (C) the other the representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materially”, “Material Adverse Effect” and words of similar import set forth therein) at and as of the date of this Agreement and as of the Effective Time as if made at and as of such exceptions time (or, in the case of those representations and warranties that are made as of a particular date or period, as of such date or period), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; ; and (ciii) Parent shall have received a certificate signed by an the chief executive officer or chief financial officer of the Company to the foregoing effect;; and (db) all consents since the date of this Agreement, there shall not have occurred and approvals be continuing any event, occurrence, revelation or development of any Governmental Entity required in connection with the consummation a state of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have has had a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material finesCompany; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.04(a), 4.05, 4.06, 4.10(b), 4.24, 4.25 and 4.26 shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true only as of such time), (iii) the other representations and warranties of the Company contained in this Agreement or in any certificate delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such date) with time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (iii), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect, and (civ) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not be pending any Action by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to prohibit the consummation of the transactions contemplated Merger, (ii) seeking to prohibit Parent’s or Merger Subsidiary’s ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent or Merger Subsidiary following the Transaction Agreements Effective Time on all matters properly presented to the Company’s stockholders or (iii) seeking to compel Parent, the Company or any of their respective Subsidiaries to take any action of the type described in clause (A) or (B) of the proviso to Section 8.01(a) that is not required to be effected pursuant to the terms of this Agreement; (c) there shall not have been any Applicable Law that, after the date hereof, is enacted, enforced, promulgated or issued by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act to the Merger and any applicable provisions of any other Competition Law, that, would reasonably be likely to, directly or indirectly, result in any of the consequences referred to in clauses (i) through (iii) of paragraph (b) above; (d) Parent shall have been obtainedreceived the opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, except for counsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such consents opinion and the certificates obtained from officers of Parent, Merger Subsidiary and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code. In rendering the opinion described in this Section 9.02(d), ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.06(b) hereof; and (e) Since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or approvals state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have has had a Company Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations covenants hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered (A) that are not qualified by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when and correct in all material respects (other than representations and warranties made as of a specified date or for a specified period, which shall be true and correct as of such specified date or for such specified period) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties made as of a specific datespecified date or for a specified period, at which shall be true and correct as of such date) specified date or for such specified period), with only such exceptions as have not had and would not reasonably be expected to havehave over a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Material Adverse Effect on the Company; Company and (ciii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company to the foregoing effect; (db) all consents there shall not have been instituted and approvals of be pending any action or proceeding by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger or seeking to obtain material damages relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Common Stock, including the right to vote any shares of Company Common Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; and (c) there shall not have been obtainedoccurred or otherwise arisen before and be continuing as of the Effective Time any event, except for such consents change or approvals development which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations respective obligation of Parent and Merger Subsidiary to consummate the Merger are is also subject to the satisfaction or (to the extent permitted by Applicable Law) waiver at or prior to the Effective Time of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder obligations, and complied in all material respects with all agreements and covenants, in this Agreement required to be performed or complied with by it at or prior to the Effective Time; , (bii) (A) the representations and warranties of the Company contained in Section 4.05 4.10(b) shall be true and correct in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at date of this Agreement, (B) the Company Specified Representations shall be true and correct in all material respects as of immediately prior to the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such Company Specified Representations that address matters only as of a specific dateanother specified time, which shall be true and correct in all material respects only as of such time) and (C) the other representations and warranties of the Company contained in Article IV (disregarding all materiality, Material Adverse Effect and other similar qualifications contained therein) shall be true and correct in all respects as of immediately prior to the Effective Time, as if made at and as of such date) with time (other than those representations and warranties that address matters only as of another specified time, which shall be true and correct in all respects only as of such exceptions as time), except where the failure of such representations and warranties to be so true and correct has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) Parent shall have received a certificate to the foregoing effect, dated as of the Closing Date, signed on behalf of the Company by a duly authorized executive officer of the Company; (b) (i) since the date of this Agreement there shall not have occurred a Material Adverse Effect and (ii) Parent shall have received a certificate to the forgoing effect, dated as of the Closing Date, signed on behalf of the Company by a duly authorized executive officer of the Company; (c) Parent holders of not more than three percent (3%) of the issued and outstanding shares of Company Stock shall have received a certificate signed by an executive officer demanded appraisal of their shares of Company Stock, as the Company to case may be, in accordance with the foregoing effectDGCL; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated Company Stockholder Approval as evidenced by the Transaction Agreements Company Stockholder Written Consent shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or remain in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;full force and effect; and (e) as of immediately prior to the Effective Time, holders of no more than 10% Parent shall have received each of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF deliverables specified in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the MergerSection 8.08(b), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, hereto shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given except that those representations and warranties which address matters only as of a specific date, at particular date need only be true and correct as of such date) date and, in each case, except for breaches with only such exceptions as would respect to all representations and warranties that have not had or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; Company (cit being agreed that, for purposes of this Section 9.02(a)(ii), the representations and warranties of the Company contained in this Agreement shall be deemed to have been made without any qualifications as to materiality and, accordingly, references to “material,” “Material Adverse Effect,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom) and (iii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer or Chief Financial Officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any Governmental Entity required action or proceeding (or any investigation or other inquiry that might result in connection with such action or proceeding) by any government or governmental authority or agency, domestic, foreign or supranational, before any court or governmental authority or agency, domestic, foreign or supranational, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements shall have been obtainedMerger, except for such consents (ii) seeking to restrain or approvals prohibit Parent’s ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, which, if not obtained, would not, individually or in the aggregatecase of clause (ii) only, have had or Table of Contents could reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;Company; and (ec) the Company shall have delivered a certification in the form attached as of immediately Exhibit B hereto dated not more than 30 days prior to the Effective TimeTime and signed by the Company to the effect that the Company is not, holders of no more than 10% nor has it been within five years of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation date of the ELF Merger (other than the consummation certification, a “United States real property holding corporation” as defined in Section 897 of the Merger), shall have been satisfied or, to the extent permitted, waivedCode.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior Representations, to the Effective Time; (b) the representations and warranties of the extent not qualified as to materiality or “Company contained in Section 4.05 Material Adverse Effect,” shall be true in all respects (except for any de minimis inaccuracy) both material respects, and to the extent so qualified shall be true in all respects, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; (iii) Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect, and (iv) the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Closing Date, certifying: (A) the approval of the Company Board and the stockholders of the Company of this Agreement and the transactions contemplated hereby, (B) the certificate of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (C) the name, title, incumbency and signatures of the officers authorized to execute this Agreement and the other agreements contemplated hereby to which the Company is a party, and (D) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of this Agreement and the Closing Date; (b) the Company shall have performed in all material respects its obligations under this Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; (c) there shall not be instituted, pending or overtly threatened any Proceeding initiated by any Governmental Authority, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); (e) the applicable waiting period (and any extension thereof, subject to Section 6.11(d)) applicable to the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained; (f) the Company shall have performed in all respects its obligations under Section 6.01(h) of this Agreement; and (g) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; ; (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to or any Shareholder (A) that are qualified by materiality or Company Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (orunless by their terms they relate to an earlier date, if given in which case they shall be true at such date) except to the extent Parent has otherwise consented in a written consent pursuant to Section 6.01(d) hereof and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true in all material respects at and as of a specific date, the Effective Time as if made at and as of such time (unless by their terms they relate to an earlier date, in which case they shall be true at such date) with only such exceptions as would not reasonably be expected except to have, individually or the extent Parent has otherwise consented in the aggregate, a written consent pursuant to Section 6.01(d) hereof; (iii) no Company Material Adverse Effect on the Company; has occurred; and (civ) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer and Chief Financial Officer of the Company to the foregoing effect; (db) all consents Each of (i) the Non-Competition and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated No-Hire Agreements executed and delivered to Parent by the Transaction individuals listed on Annex C hereto shall be in full force and effect immediately prior to the Effective Time and (ii) the Lockup Agreements executed and delivered to Parent by the individuals listed on Annex B hereto shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or be in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of full force and effect immediately prior to the Effective Time; (c) The Company shall have delivered to Parent a certificate, holders of no in the form prescribed by Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3)(i), dated not more than 10% 30 days prior to the Effective Time and signed by the Company, to the effect that the Company is not, nor has it been within five years of the outstanding Shares date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code; (d) Parent shall have taken actions received an opinion of Weil, Gotshal & M▇▇▇▇▇ LLP, counsel to assert appraisal rights under Georgia Lawthe Company, in the form attached hereto as Exhibit C; (e) The Company shall have obtained each consent identified in Schedule 6.07 hereto; (f) Each of the persons listed in Schedule 6.10 hereto shall have executed an Affiliate Agreement in substantially the form attached as Exhibit E; and (fg) The Letter Agreement by and among Parent, Merger Subsidiary and the ELF Merger Agreement Company contained in Schedule 7.02(g) hereto (the “Letter Agreement”) shall be in full force and effect immediately prior to the Effective Time and the Company shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedfulfilled its obligations thereunder.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company and its Subsidiaries shall have performed in all material respects all of its their respective obligations hereunder to the extent required to be performed by it them at or prior to the Effective Time; Closing, (bii) the representations and warranties of the Company and its Subsidiaries contained in Section 4.05 this Agreement (other than the Fundamental Representations) and in any certificate delivered by the Company at the Closing (A) that are qualified by materiality or Material Adverse Effect shall be true and correct at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (iii) the Fundamental Representations shall be true and correct in all respects (except for any de minimis inaccuracyinaccuracies) both when made and as of the Effective Time as though made at and as of the Effective Time, date hereof and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties that by their terms address matters only as of a specific dateanother specified time, at which shall be true and correct in all respects (except for de minimis inaccuracies) only as of such date) with only such exceptions as would not reasonably be expected to havetime), individually or in the aggregate, a Material Adverse Effect on the Company; and (ciii) Parent shall have received a certificate signed by an the chief executive officer of the Company to the foregoing effect; (db) all consents and approvals of any Governmental Entity required in connection with Parent shall have received (i) the consummation of the transactions contemplated Escrow Agreement, duly executed by the Transaction Agreements shall have been obtainedHolder Representative and the Escrow Agent, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (eii) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.at least three

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company Representations, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall have performed be true in all material respects all of its obligations hereunder required to be performed by it at or prior respects, and to the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 extent so qualified shall be true in all respects (except for any de minimis inaccuracy) both as so qualified, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect; and (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (b) the Company shall have performed in all material respects its obligations under the Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) there shall not be instituted or pending any Proceeding initiated by any Governmental Authority, or instituted or pending any Proceeding initiated by any other Third Party that has a reasonable likelihood of success, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); (e) the applicable waiting period (and any extension thereof, subject to Section 6.12(d)) applicable to the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained; and (f) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (ai) the The Company shall have performed in all material respects all of its the obligations hereunder pursuant to this Agreement required to be performed by it such Person at or prior to the Effective Time; Closing Date, (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement (other than under Sections 4.02, 4.05 and in 4.08(a)) and any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to hereto (A) that are qualified by materiality or Company Material Adverse Effect or any similar standard or qualification, shall be true when made and at and correct as of the Effective Time as if Closing Date (other than such representations and warranties that are made at and as of such time (or, if given as of a specific specified date, at which representations and warranties shall be true and correct as of such date) with only and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true and correct in all material respects as of the Closing Date (other than such exceptions representations and warranties that are made as would of a specified date, which representations and warranties shall be true and correct in all material respects as of such date), and (iii) the representations and warranties set forth in Sections 4.02, 4.05 and 4.08(a) shall be true and correct in all respects as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct in all respects as of such date). (b) There shall not reasonably have occurred and be expected to havecontinuing as of or otherwise arisen before the Closing Date and be continuing any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents has had or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. (c) The Company shall have delivered to Parent a certificate of the Company or a Material Adverse Effect on Company, executed by the Chief Executive Officer of the Company, that each of the conditions set forth in Section 8.01(a) and Section 8.01(b) has been satisfied. (d) Parent or result shall have received all of the Noncompetition Agreements, and all such agreements shall be in criminal liability or material fines;full force and effect. (e) Parent shall have received resignation letters executed and delivered by the directors and corporate officers of the Company and its Subsidiaries as of immediately have been identified by Parent prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; andClosing Date. (f) the ELF Merger Agreement The Company shall have been approved and adopted delivered to Parent (i) a certification, signed by the stockholders Company and dated not more than 30 days prior to the Closing Date that satisfies the requirements of ELF in accordance with Delaware Law whether by consent or otherwise Treasury Regulation Sections 1.897-2(h) and all other conditions to consummation 1.1445-2(c)(3) and confirms that the Company is not, nor has it been within five years of the ELF Merger (other than the consummation date of the Merger)certification, shall have been satisfied or, a “United States real property holding corporation” as defined in Section 897 of the Code and (ii) a notice to the extent permittedInternal Revenue Service, waivedsigned by the Company, that satisfies the requirements of Treasury Regulation Section 1.897-2(h)(2).

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior Representations, to the Effective Time; (b) the representations and warranties of the extent not qualified as to materiality or “Company contained in Section 4.05 Material Adverse Effect,” shall be true in all respects (except for any de minimis inaccuracy) both material respects, and to the extent so qualified shall be true in all respects, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only such exceptions as shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect; and (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (b) the Company shall have performed in all material respects its obligations under the Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; and (c) there has not been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedwhich is continuing.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:: 49 (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; ; (bii) (A) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.03, 4.05, 4.20, 4.21 and 4.22 shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true in all material respects as of such time), (B) the representation contained in Section 4.10(a)(ii) shall be true in all respects at and as of the Effective Time as if made at and as of such datetime and (C) with the other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true as of such time), with, in the case of this clause (C) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any action or proceeding by any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents Authority (i) challenging or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected seeking to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent make illegal or otherwise and all other conditions to consummation of the ELF Merger (other than restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise relating to the transactions contemplated by this Agreement, (ii) seeking to restrain or prohibit the ownership or operation by Parent, the Company or any of their respective Affiliates of all or any portion of the businesses or assets of any of Parent, the Company or any of their respective Affiliates or (iii) seeking to compel Parent, the Company or any of their respective Affiliates to take any action that would not be required to be taken pursuant to Section 8.01(a), and no Applicable Law shall have been satisfied orenacted, enforced, promulgated or issued that has, or is reasonably likely to have, any of the effects described in the preceding clauses (i)–(iii). (c) no Governmental Authority shall have imposed a condition to the extent permittedconsummation of the Merger that includes the taking of any action that is not required to be taken pursuant to the terms of this Agreement; (d) either (i) the relevant waiting period in Section 123 of the Competition Act shall have expired or otherwise been terminated in accordance with the Competition Act, waivedor the obligation to give the requisite notice and supply information shall have been waived pursuant to paragraph 113(c) of the Competition Act, and the Commissioner of Competition appointed under the Competition Act or his designee (collectively, the “Commissioner”) shall have issued a “no action letter” under Section 123 of the Competition Act reasonably satisfactory to Parent, indicating that the Commissioner does not, at that time, intend to make an application for an order under Section 92 of the Competition Act in respect of the Merger and such “no action letter” remains in full force and effect, or (ii) the Commissioner shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act in respect of the Merger (collectively, “Competition Act Approval”); and (e) Parent shall have received a certificate signed by an executive officer of the Company confirming that, as of the Effective Time, the Company Tax Representation Letter is true and correct in all respects.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, hereto (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Company Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and correct at and as of the Effective Time (other than representations and warranties that by their terms address matters only as if made at of another specified time, which shall be true and correct only as of such time (ortime), if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to haveas, individually or in the aggregate, have not had and are not reasonably expected to have a Company Material Adverse Effect on the Company; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall be no pending action or proceeding by any Governmental Entity required in connection with Authority or any Applicable Law enacted, enforced, promulgated, issued or deemed applicable to the Merger by any Governmental Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to take any action that Parent and its Affiliates would not be required to take pursuant to Section 8.02(a) or (iv) that otherwise is reasonably likely to have a Company Material Adverse Effect; (c) there shall not have been obtainedoccurred and be continuing any event, except for such consents development, state of circumstances or approvals facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;Effect; and (ed) as of immediately prior to the Effective Time, holders of no not more than 10% of the outstanding Shares shares of Company Stock shall have taken actions to assert demanded (and not withdrawn) appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF their shares in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedLaw.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: : (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; ; (b) the representations and warranties of the Company contained in (i) Section 4.05 shall be true and correct in all respects (except for any de minimis inaccuracy) both when made disregarding all restricted stock units awarded on or prior to date hereof and issued after the date hereof pursuant to the Director Compensation Plan and consistent with the schedule of director’s fees and retainers in effect as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and date hereof) at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to havenot, individually or in the aggregate, result in the payment of additional amounts under Sections 2.02 and 2.05 in excess of $100,000 and (ii) this Agreement (other than Section 4.05) (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as have not had and would not reasonably be expected to have a Material Adverse Effect on the Company; Effect; (c) Parent shall have received a certificate signed by an executive officer of the Company to the effect of the foregoing effect; clauses (a) and (b); (d) all consents and approvals there shall not have occurred after the date of this Agreement any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtainedevent, except for such consents change, effect or approvals which, if not obtained, development that has had or would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; Effect; and (e) as of immediately prior to Parent shall have received the Effective Time, holders of no more than 10% proceeds of the outstanding Shares shall have financings described in the Debt Commitment Letters, or alternative financing sufficient, when taken actions together with the proceeds of the Equity Commitment Letters, to assert appraisal rights under Georgia Law; and (f) pay the ELF aggregate Merger Agreement Consideration and the aggregate Option Consideration pursuant to Sections 2.02 and 2.05 as provided in Section 5.07 shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedobtained.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior Representations, to the Effective Time; (b) the representations and warranties of the extent not qualified as to materiality or “Company contained in Section 4.05 Material Adverse Effect,” shall be true in all respects (except for any de minimis inaccuracy) both material respects, and to the extent so qualified shall be true in all respects, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; (iii) Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; and (iv) the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Closing Date, certifying: (A) the approval of the Company Board and the stockholders of the Company of this Agreement and the transactions contemplated hereby, (B) the certificate of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (C) the name, title, incumbency and signatures of the officers authorized to execute this Agreement and the other agreements contemplated hereby to which the Company is a party, and (D) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of this Agreement and the Closing Date; (b) the Company shall have performed in all material respects its obligations under this Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; (c) there shall not be pending or overtly threatened any Proceeding initiated by any Governmental Authority, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); (e) the applicable waiting period (and any extension thereof, subject to Section 6.11(d)) applicable to the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained; (f) the Company shall have performed in all respects its obligations under Section 6.01(h) of this Agreement, and (g) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the (i) The Company and AIT shall have performed in all material respects all of its their respective obligations hereunder to the extent required to be performed by it at or prior to the Effective Time; Closing, and if the Company or AIT shall have failed to so perform, then it shall have cured such failure prior to the Closing, (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company AIT contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to or AIT at the Closing (x) that are qualified by materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and correct at and as of the Effective Time Closing as if made at and as of such time (or, if given except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (y) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time (except to the extent any such representation or warranty speaks as of a specific date) with only , in which case such exceptions representation or warranty shall be true and correct in all material respects as would not reasonably be expected to haveof such date), individually or in the aggregate, a Material Adverse Effect on the Company; and (ciii) Parent shall have received a certificate signed by an executive officer a representative of the Company and AIT to the foregoing effect;. Solely for purposes of this Section 11.02(a) and subject to the remedy described below, (1) a representation or warranty of the Company or AIT not qualified by Material Adverse Effect that is breached shall be deemed to be true and correct, and (2) a covenant or obligation of the Company or AIT that is not performed shall be deemed to be performed (in each case resulting in the satisfaction of this Section 11.02(a) with respect to such representation, warranty, covenant and/or obligation), if (I) a reasonable determination of the maximum potential Damages relating to such breach or failure to perform is reasonably and objectively quantifiable and capable of being fully remedied solely through a monetary payment (the “Quantifiable Amount”) and (II) the Quantifiable Amount is delivered in cash (which may include cash delivered out of the Cash Consideration) to the Escrow Agent prior to Closing pursuant to an escrow agreement that shall be mutually agreed upon by AIT, Parent and the Escrow Agent for the purpose of indemnifying Parent for the amount of Damages finally determined to have been incurred by Parent or the Surviving Company with respect to such breach or failure to perform; provided that any amounts remaining in such escrow after a final determination of Damages shall be returned by the Escrow Agent to AIT; provided further that (A) AIT shall deposit into the escrow account an amount sufficient to cover any and all fees of the Escrow Agent relating to the Quantifiable Amount, (B) AIT shall provide the Escrow Agent with indemnification (and security therefore) reasonably satisfactory to the Escrow Agent and (C) Parent and the Surviving Company shall be entitled to receive advances of such escrowed funds to pay legal fees and other out-of-pocket Damages as they are incurred, provided that if Parent or Surviving Company receives a reimbursement other than out of escrow for any or all of such legal fees or other out-of-pocket Damages, then AIT shall be directly reimbursed by Parent for such advances up to the amount of Parent’s and Surviving Company’s reimbursement. (db) all consents and approvals of No claim, action, suit, arbitration, inquiry, proceeding or investigation by any Governmental Entity required in connection with Authority shall have been commenced against the consummation of Company, AIT, Merger Subsidiary or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which would, if successful, render it impossible or unlawful to consummate the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents this Agreement or approvals which, if not obtained, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or Parent. (c) Parent shall have received the (i) Escrow Agreement, duly executed by AIT and the Escrow Agent, (ii) Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), duly executed by AIT and each AIT Member, (iii) Lockup and Standstill Agreement in the form attached hereto as Exhibit C (the “Lockup and Standstill Agreement”), duly executed by AIT and each AIT Member, and (iv) Funds Flow Memorandum in a form reasonably acceptable to Parent and AIT (the “Funds Flow Memorandum”), duly executed by AIT. (d) Silicon Valley Bank and U.S. Bank National Association shall have provided financing to Parent in the amount of at least $80,000,000 under the Commitment Letter dated as of May 7, 2012. (e) Parent shall have received prior to the Closing a pay-off letter in form and substance reasonably satisfactory to Parent from each lender plus all other creditors owed amounts under Outstanding Debt certifying (i) the total amount of all principal and accrued interest required to be paid at the Closing in order to completely repay and cancel the Company’s indebtedness and release all Debt Liens (the “Debt Pay-Off Amount”), and (ii) that upon such payment (x) there will be no further financial obligations under the Outstanding Debt and no further payments, penalties or fees due as a result of the payment or prepayment of such Outstanding Debt, (y) all Debt Liens relating to such Outstanding Debt shall be released and (z) such lenders or creditors shall commit to file UCC terminations relating to such Debt Liens (collectively, “Pay-Off Letters”). (f) The Company and/or AIT shall have paid in full, or caused to be paid in full with a portion of the Merger Consideration, the Debt Pay-Off Amount, and there shall be no further financial obligations under the Outstanding Debt and no further payments, penalties or fees due as a result of the payment or prepayment of such Outstanding Debt. (g) Parent shall have received the consent of Silicon Valley Bank to the Merger and the transactions contemplated hereby under the Loan and Security Agreement dated as of June 29, 2006 among Silicon Valley Bank, Ultra Clean Technology Systems and Service Inc., ▇▇▇ Acquisition Inc. and ▇▇▇▇ Acquisition LLC as amended as of the date hereof. (h) There shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent or result in criminal liability or material fines;the Company. (ei) The Company shall have completed the Disposal, and Parent shall have received a certificate executed by the Company’s President in form and substance reasonably satisfactory to Parent to the effect that no equity or other securities of the DISC are owned by the Company or any of its Subsidiaries as of immediately the Closing. (j) Parent shall have received from AIT a certification, signed under penalties of perjury and dated not more than 30 days prior to the Effective TimeClosing Date, holders that satisfies the requirements of no more than 10% Treasury Regulation Section 1.1445-2(b)(2) and confirms that AIT is not a “foreign person” as defined in Section 1445 of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCode.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior Representations, to the Effective Time; (b) the representations and warranties of the extent not qualified as to materiality or "Company contained in Section 4.05 Material Adverse Effect," shall be true in all respects (except for any de minimis inaccuracy) both material respects, and to the extent so qualified shall be true in all respects, when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating immediately prior to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect; and (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (b) the Company shall have performed in all material respects its obligations under the Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) there shall not be instituted or pending any Proceeding by any Governmental Authority (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent's ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company's stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent's other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); and (e) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:conditions (other than any such conditions that are waived by Parent and Merger Subsidiary): (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all hereto (without giving effect to any qualifications and exceptions contained therein relating as to materiality or Material Adverse Effect contained herein or any similar standard or qualification, therein) shall be true when made and correct at and as of the Effective Time as if made at and as of such time (or, if given except for representations and warranties that are made as of a specific date, which shall be true at and as of such specific date) ), with only such exceptions as would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company; Effect, and (ciii) Parent shall have received a certificate signed by an executive appropriate officer of the Company to the foregoing effect; (d) all consents and approvals ; provided that if, as of any Governmental Entity required in connection with time after the consummation date hereof, all of the transactions contemplated by the Transaction Agreements shall have been obtainedconditions set forth in this ARTICLE IX (including this Section 9.02(a)), except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Mergercondition set forth in Section 9.02(c), shall have been satisfied oror waived, the condition set forth in clause (ii) of this Section 9.02(a) shall be deemed to be satisfied from and after such time through to and at the extent permittedEffective Time, waivedexcept with respect to any representation or warranty of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto that is not true and correct at and as of the Effective Time as the result of any subsequent willful breach by the Company of such representation or warranty. (b) the Company shall have obtained the consents and approvals set forth in Schedule 9.02(b) hereto (the “Required Consents”); and (c) the Required FCC Consent shall have become a Final Order in full force and effect; and (d) the Company shall have delivered a certification in the form set forth in Schedule 9.02(d) that the Company is not a “United States real property holding corporation” within the meaning of Section 897 of the Code.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (ai) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (bTime,(ii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and in all material respects at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; and (ciii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements Parent shall have been obtainedreceived an opinion of ▇▇▇▇▇▇, except for such consents or approvals which▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in form and substance reasonably satisfactory to Parent, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result basis of certain facts, representations and assumptions set forth in criminal liability or material fines; (e) as of immediately prior to such opinion, dated the Effective Time, holders to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of no more than 10% Section 368(a) of the outstanding Shares Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall have taken actions be entitled to assert appraisal rights under Georgia Lawrely upon certain representations of officers of Parent and the Company; and (fc) funds at least equal to the ELF Required Cash Amount shall be available to Parent; PROVIDED that this condition shall be deemed satisfied (and Parent and Merger Subsidiary shall be obligated to consummate the Merger) in the event that Parent is in material breach of Sections 5.18 or 7.11 of this Agreement shall have been approved and adopted or any representation, warranty, covenant or agreement of Parent or any of its Affiliates contained in, or any material failure by the stockholders Parent or any of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions its Affiliates to consummation take any action necessary under, any of the ELF Merger Financing Agreements (other than any such breaches of representations or warranties in the consummation of the Merger), shall have been satisfied or, Financing Agreements attributable solely to facts and circumstances relating to the extent permitted, waivedCompany and its Subsidiaries).

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver of the following further conditions: (a) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time;. (b) the The representations and warranties of the Company contained in Section 4.05 this Agreement and in any Related Document which are qualified by materiality or Material Adverse Effect shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made date hereof and at and as of the Effective Time, except for those representations and all warranties that address matters as of a specific date, which shall be true at and as of such date. All other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, Related Document shall be true when made as of the date hereof and in all material respects at and as of the Effective Time as if made at Time, except for those representations and as of such time (or, if given warranties that address matters as of a specific date, at and which shall be true in all material respects as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company;. (c) Parent No more than two percent (2%) of the Company Stock outstanding at the Closing shall be Dissenting Shares. (d) The Company shall have received any and all Required Consents. (e) Each Principal Stockholder shall have entered into a certificate restrictive covenant undertaking with Parent, substantially in the form attached hereto as Exhibit L; (f) At the Closing, the Company shall have delivered, or caused to be delivered to Parent, as applicable: (i) a certificate, dated as of the Closing Date, signed by an executive the president or other duly authorized officer of the Company Company, certifying to the foregoing satisfaction of the conditions specified in Section 9.02(a), Section 9.02(b), and Section 9.02(c); (ii) the FIRPTA Certificate; (iii) the executed Employment Agreement, dated as of the date hereof, which Employment Agreement shall be in full force and effect; (div) all consents the Indemnification Agreement, dated as of the date hereof, which Indemnification Agreement shall be in full force and approvals effect; (v) written evidence of any Governmental Entity required the termination of those agreements and arrangements set forth in Section 9.02(f)(v) of the Disclosure Schedule; and (vi) the agreements set forth in Section 9.02(f)(vi) of the Disclosure Schedule, duly executed by each party indicated therein. (vii) such other documents or instruments as Parent may reasonably request in connection with the consummation Closing (including certificates of good standing of the transactions contemplated by Company in its jurisdiction of organization and the Transaction Agreements shall have been obtainedvarious foreign jurisdictions in which it is qualified, except for such consents or approvals whichcertified charter documents, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) certificates as of immediately prior to the Effective Time, holders incumbency of no more than 10% officers and the adoption of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Mergerauthorizing resolutions), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.04(a), 4.05, 4.06, 4.10(b), 4.24, 4.25 and 4.26 shall be true in all material respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than such representations and warranties that by their terms address matters only as of a specific dateanother specified time, which shall be true only as of such time), (iii) the other representations and warranties of the Company contained in this Agreement or in any certificate delivered by the Company pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such date) with time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (iii), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect, and (civ) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not be pending any Action by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to prohibit the consummation of the transactions contemplated Merger, (ii) seeking to prohibit Parent’s or Merger Subsidiary’s ability effectively to exercise full rights of ownership of the Company Stock, including the right to vote any shares of Company Stock acquired or owned by Parent or Merger Subsidiary following the Transaction Agreements Effective Time on all matters properly presented to the Company’s stockholders or (iii) seeking to compel Parent, the Company or any of their respective Subsidiaries to take any action of the type described in clause (A) or (B) of the proviso to Section 8.01(a) that is not required to be effected pursuant to the terms of this Agreement; (c) there shall not have been any Applicable Law that, after the date hereof, is enacted, enforced, promulgated or issued by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act to the Merger and any applicable provisions of any other Competition Law, that, would reasonably be likely to, directly or indirectly, result in any of the consequences referred to in clauses (i) through (iii) of paragraph (b) above; (d) Parent shall have been obtainedreceived the opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, except for counsel to Parent, in form and substance reasonably satisfactory to Parent, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such consents opinion and the certificates obtained from officers of Parent, Merger Subsidiary and the Company, all of which are consistent with the state of facts existing as of the Effective Time, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code. In rendering the opinion described in this Section 9.02(d), D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.06(b) hereof; and (e) Since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or approvals state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have has had a Company Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and or in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating hereto subject to materiality or and Company Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties that by their terms address matters only as of a specific dateanother specified time, at and which shall be true only as of such date) with time), with, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; Effect; and (cii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not be in effect any restraining order, preliminary or permanent injunction or other similar order by any Governmental Entity required Authority and there shall not have been instituted or pending any action or proceeding by any Governmental Authority, in connection with any such case (i) prohibiting, challenging or seeking to make illegal or otherwise directly or indirectly seeking to restrain or prohibit the consummation of the transactions contemplated Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the stock of the Surviving Corporation, including the right to vote any shares of Company Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Transaction Agreements Effective Time on all matters properly presented to the Company’s shareholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (c) there shall not have been obtainedoccurred any event, except for such consents occurrence, revelation or approvals development of a state of circumstances or facts which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia LawEffect; and (fd) the ELF Merger Agreement Company’s acquisition of OneClick International, LLC and OneClick License, LLC and each company’s subsidiaries shall have been approved be complete and adopted by the stockholders of ELF acquisition agreement related thereto shall be in accordance with Delaware Law whether by consent or otherwise full force and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedeffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; Closing, (bii) the representations and warranties of the Company contained in Section 4.05 Sections 4.01, 4.02, 4.04(i), 4.04(ii) and 4.24 shall be true accurate in all material respects (except for any de minimis inaccuracy) both when as of the Closing Date as if made on and as of the Effective Time as though made at Closing Date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be accurate in all material respects as of the Effective Timesuch earlier date), and (iii) all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered made by the Company pursuant heretoto Article 4, disregarding all qualifications and exceptions contained therein relating to any materiality or Company Material Adverse Effect or any similar standard or qualificationqualifications contained in such representations, shall be true when made and at and accurate in all respects as of the Effective Time Closing Date as if made at and as of the Closing Date (except to the extent that such time (or, if given as of a specific representations and warranties expressly relate to an earlier date, at in which case such representations and warranties shall be accurate in all respects as of such earlier date); provided, however, that the condition set forth in this Section 9.02(a)(iii) with only shall be deemed to have been satisfied unless the individual or aggregate impact of all inaccuracies of such exceptions as representations and warranties would not reasonably be expected to havehave a Company Material Adverse Effect; provided further that, individually or that in the aggregate, determining whether a Company Material Adverse Effect on would result, any inaccuracies in the Company; representations set forth in Sections 4.04(iii) and 4.04(iv) that would cause an adverse effect otherwise excluded by clause (ci) of the definition of Company Material Adverse Effect shall be taken into account, and (iv) Parent shall have received a certificate signed on behalf of the Company by an executive officer the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect; (db) all consents and approvals of there shall not have been instituted or pending any Proceeding by any Governmental Entity required in connection with Authority that is continuing as of the Effective Time that (i) seeks to (A) make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the transactions contemplated by Merger, (B) restrain or prohibit Parent’s ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any portion of the Transaction Agreements business or assets of the Company or any of its Subsidiaries or, in connection with this Agreement, Parent or any of its Subsidiaries or (C) compel Parent or any of its Subsidiaries or Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any portion of the business or assets or any product of the Company or its Subsidiaries or, in connection with this Agreement, Parent or its Subsidiaries, or (ii) is otherwise, in the reasonable judgment of Parent, likely to (A) cause a Company Material Adverse Effect or (B) (in the case of a Proceeding in connection with this Agreement) have a material adverse effect on the business, assets, condition (financial or otherwise) or operations of the Parent and its Subsidiaries, taken as a whole; (c) there shall not have been obtainedany action taken, except for such consents or approvals any Applicable Law proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, in each case by any Governmental Authority, other than the application of the waiting period provisions of the HSR Act or of any Foreign Competition Laws and the matters set forth in Section 9.01(c) of the Company Disclosure Schedule, that, in the reasonable judgment of Parent, is likely, directly or indirectly, to result in any of the consequences referred to in Section 9.02(b); and (d) (i) since the date of this Agreement, there shall not have occurred and be continuing as of the Effective Time any event, occurrence or development of a set of circumstances which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on and (ii) Parent shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines;to the foregoing effect; and (e) as of immediately the Company shall have delivered a certification dated not more than 30 days prior to the Effective TimeTime and signed by the Company to the effect that the Company is not, holders of no more than 10% nor has it been within 5 years of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation date of the ELF Merger (other than the consummation certification, a “United States real property holding corporation” as defined in Section 897 of the Merger), shall have been satisfied or, to the extent permitted, waived.Code

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate effect the Merger are shall be subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it fulfillment at or prior to the Effective Time;Time of the following conditions, any one or more of which may be waived by Parent and Merger Subsidiary: (ba) the The representations and warranties of the Company contained in Section 4.05 Article III of this Agreement shall be true in all respects (except for any de minimis inaccuracy) both when made and correct as of the date of the Original Merger Agreement and there shall be no inaccuracy in any such representation or warranty immediately prior to the Effective Time as though made at and as of the Effective Time, and all other (except with respect to representations and warranties of the Company contained in this Agreement and in any certificate that refer to or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given speak as of a specific specified date, at which shall only need to have been true on and as of such date) with only ), except to the extent any such exceptions as inaccuracy would not reasonably be expected impair the ability of the Company to consummate the transactions contemplated hereby or have, individually or in the aggregate, a Material Adverse Effect on Effect; the Company; (c) Company shall have performed and complied in all material respects with the agreements and obligations contained in this Agreement required to be performed and complied with by it immediately prior to the Effective Time; and Parent and Merger Subsidiary shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company to the foregoing effect;effects set forth in this Section 6.01(a). (db) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements The Shareholder Approval shall have been obtained, except for such consents as set forth in Section 5.02, and shall remain in full force and effect. (c) There shall not be pending any litigation or approvals administrative proceeding brought by any governmental or other regulatory or administrative agency or commission requesting or looking toward an injunction, writ, order, judgment or decree which, if not obtained, would not, individually or in the aggregatereasonable judgment of Parent, is reasonably likely, if issued, to restrain or prohibit the consummation of any of the transactions contemplated hereby or require rescission of this Agreement or any such transactions or result in material damages to Parent, Merger Subsidiary or the Surviving Corporation or their respective officers or directors if the transactions contemplated hereby are consummated, nor shall there be in effect any injunction, writ, judgment, preliminary restraining order or other order or decree of any nature issued by a court or governmental agency of competent jurisdiction directing that any of the transactions provided for herein not be consummated as so provided. (d) All other corporate action on the part of the Company necessary to authorize the execution, delivery and consummation of this Agreement or any agreement or instrument contemplated hereby to which the Company is or is to be a party or the transactions contemplated hereby or thereby shall have been duly and validly taken. (e) From the date hereof until the Effective Time, there shall not have been any damage, destruction, loss or casualty to property or assets of the Company which has had, or could reasonably be expected to have have, a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; andEffect. (f) The consents, authorizations, orders and approvals listed on Schedule 6.01(f), including approval under the ELF Merger HSR Act, shall have been obtained or made. (g) The Escrow Agreement shall have been approved executed and adopted delivered by the stockholders Company and the Escrow Agent. (h) Parent shall have received the resignation of ELF all directors of the Company or such directors shall have otherwise been removed in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation applicable law. (i) Since the date of the ELF Original Merger Agreement, there shall not have been a material adverse effect upon the business, operations, properties or financial condition of Parent (other than a "Parent Material Adverse Effect"); provided, however, that a Parent Material Adverse Effect will not be deemed to have occurred if the consummation change, circumstance, event, effect or state of facts results primarily from (a) a change in general economic conditions, (b) a change in general business conditions in Parent's industry that does not disproportionately affect Parent or (c) the disclosure to the public, or pendency, of the Merger)Merger and the transactions contemplated thereby. (j) In the reasonable, good faith judgment of Parent, the offering and issuance of shares of Parent Common Stock to certain Shareholders, as contemplated under Article I of this Agreement, shall have been satisfied orbe exempt from registration under the federal securities laws in reliance upon Rule 506 of Regulation D under the Securities Act of 1933, to the extent permitted, waivedas amended.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) (i) each of the Specified Company Representations shall be true and correct in all material respects when made and as of the Closing Date as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only to be true in all material respects as of such specified date), (ii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true and correct when made and as of the Closing Date as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (ii) shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect, and (iii) Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect. Solely for the purposes of clause (i) above, if one or more inaccuracies in the representations and warranties set forth in Section 4.05 or Section 4.25 would cause the aggregate amount required to be paid by Parent or Merger Subsidiary to effectuate the Merger, indirectly acquire all of the outstanding Equity Interests in the Company Subsidiaries, consummate the transactions contemplated hereby (including without limitation the Merger) to be consummated on the Closing Date and pay all fees and expenses in connection therewith, whether pursuant to Article 2 or otherwise, to increase by $100,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of clause (i) of this Section 7.02(a); (b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to under the Effective Time; (b) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective TimeAgreement, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed on behalf of the Company by an a senior executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waived.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (bi) the representations and warranties of the Company contained set forth in Section 4.05 4.01(i), Section 4.02 and Section 4.22 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (ii) the representations and warranties of the Company set forth in Section 4.05(a), (d), (e) and (f) shall be true and correct in all but de minimis respects as of the Closing Date as if made at and as of the Closing Date (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (iii) the representation and warranty of the Company set forth in Section 4.10(b) shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time Closing Date as though if made at and as of the Effective Time, Closing Date and all (iv) the other representations and warranties of the Company contained set forth in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, Article 4 (disregarding all qualifications materiality and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, qualifications contained therein) shall be true when made and at and correct as of the Effective Time Closing Date as if made at and as of such time the Closing Date (or, if given other than representations and warranties that by their terms address matters only as of a specific dateanother specified time, at and which shall be true only as of such datetime), in the case of this clause (iii) with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Effect; (b) the Company;covenants of the Company to be performed prior to the Effective Time shall have been performed (or any non-performance shall have been cured) in all material respects; and (c) Parent shall have received a certificate signed by an executive officer of the Company to certifying that the foregoing effect; (dconditions specified in Section 9.02(a) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall Section 9.02(b) have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedsatisfied.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (ai) the The Company shall have performed in all material respects all of its the obligations hereunder pursuant to this Agreement required to be performed by it such Person at or prior to the Effective Time; Closing Date, (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement (other than under Sections 4.02, 4.05 and in 4.09(a)) and any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to hereto (A) that are qualified by materiality or Company Material Adverse Effect or any similar standard or qualification, shall be true when made and at and correct as of the Effective Time as if Closing Date (other than such representations and warranties that are made at and as of such time (or, if given as of a specific specified date, at which representations and warranties shall be true and correct as of such date) with only and (B) that are not qualified by materiality or Company Material Adverse Effect shall be true and correct in all material respects as of the Closing Date (other than such exceptions representations and warranties that are made as would of a specified date, which representations and warranties shall be true and correct in all material respects as of such date), and (iii) the representations and warranties set forth in Sections 4.02, 4.05 and 4.09(a) shall be true and correct in all respects as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct in all respects as of such date). (b) There shall not reasonably have occurred and be expected to havecontinuing as of or otherwise arisen before the Closing Date any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, a Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents has had or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. (c) The Company shall have obtained each consent identified in Section 8.01(c) of the Company or Disclosure Schedule, in each case in form and substance reasonably satisfactory to Parent, and no such consent shall have been revoked. (d) The Company shall have delivered to Parent a Material Adverse Effect on Parent or result certificate of the Company, executed by the Chief Executive Officer of the Company, that each of the conditions set forth in criminal liability or material fines;Section 8.01(a) through 8.01(c) has been satisfied. (e) as of immediately prior to the Effective Time, holders of no more than 10% Parent shall have received all of the outstanding Shares Key Employee Agreements, and all such agreements shall be in full force and effect and none of the Key Employees shall have taken actions revoked his or her acceptance of employment with Parent or otherwise communicated to assert appraisal rights under Georgia Law; andParent his or her intention not to commence employment with Parent or continue employment with the Company, as applicable, following the Closing Date. (f) the ELF Merger Agreement Parent shall have been approved received resignation letters executed and adopted delivered by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise directors and all other conditions to consummation corporate officers of the ELF Merger Company and its Subsidiaries as have been identified by Parent prior to the Closing Date. (other g) The Company shall have delivered to Parent (i) a certification, signed by the Company and dated not more than 30 days prior to the consummation Closing Date that satisfies the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) and confirms that the Company is not, nor has it been within five years of the Merger)date of the certification, shall have been satisfied or, a “United States real property holding corporation” as defined in Section 897 of the Code and (ii) a notice to the extent permittedInternal Revenue Service, waivedsigned by the Company, that satisfies the requirements of Treasury Regulation Section 1.897-2(h)(2).

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations obligation of Parent and Merger Subsidiary to consummate the Merger are is subject to the satisfaction satisfaction, at or prior to Closing, of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (bi) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of immediately prior to the Effective Time as though if made at and as of such time; provided that the Effective Time, and all other condition set forth in this Section 7.02(a)(i) shall be deemed to be satisfied unless the failure of such representations and warranties to be so true would, increase the aggregate Cash Merger Consideration by more than $1,000,000; (ii) each of the Specified Company contained in this Agreement and in any certificate or other writing delivered by Representations, to the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating extent not qualified as to materiality or “Company Material Adverse Effect or any similar standard or qualification, Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects as so qualified, when made and at and as of immediately prior to the Effective Time as if made at and as of such time (or, if given other than any Specified Company Representation that is made only as of a specific specified date, which need only to be true in all material respects as of such specified date); (iii) the Other Company Representations, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Effective Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); provided that the Other Company Representations as modified in clause (iii) with only shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true of the Other Company Representations would have or reasonably be expected to have a Company Material Adverse Effect; and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (b) the Company shall have performed in all material respects its obligations under the Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior executive officer of the Company to the foregoing effect; (c) there shall not be instituted, pending or threatened any Proceeding initiated by any Governmental Authority, or instituted, pending or threatened any Proceeding initiated by any other Third Party that has a reasonable likelihood of success, (i) challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the consummation of the Merger or seeking to obtain material damages in connection therewith, (ii) seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company or of Parent and its Subsidiaries, taken as a whole, (iii) seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Company Common Stock or any shares of common stock of the Surviving Corporation, including the right to vote such exceptions as shares on all matters properly presented to the Company’s stockholders, or (iv) seeking to require divestiture by Parent, Merger Subsidiary or any of Parent’s other Affiliates of any Equity Interests; (d) there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of Section 7.02(c); and (e) there has not been any fact, event, change, development or set of circumstances that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company; (c) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedEffect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company and the Principal Stockholders shall have performed (A) in all material respects all of its obligations hereunder hereunder, other than its obligations pursuant to Section 6.01(n), required to be performed by it at or prior to the Effective Time; Time and (bB) the representations and warranties of the Company contained in its obligations pursuant to Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time6.01(n), and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when made and at and as of the Effective Time as if made at and as of such time (or, if given as of a specific date, at and as of such date) with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; , (cii) the representations and warranties of the Company and the Principal Stockholders contained in this Agreement and in any certificate or other writing delivered by the Company or the Principal Stockholders pursuant hereto (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification) shall be true at and as of the Effective Time as if made at and as of such time (unless such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true as of such earlier date), with only such exceptions as have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and (iii) Parent shall have received a certificate signed by an executive officer (A) the Chief Executive Officer of the Company to the foregoing effecteffect as it relates to the Company and (B) a senior officer of each Principal Stockholder to the foregoing effect as it relates to such Principal Stockholder; (b) Parent shall have received all documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Parent. (c) Parent shall have received evidence reasonably satisfactory to it that all agreements listed in Section 6.10 of the Company Disclosure Schedule have been terminated without any liability to the Company or its Subsidiaries. (d) all consents and approvals of any Governmental Entity required in connection with the consummation of the transactions contemplated by the Transaction Agreements Parent shall have been obtained, except for such consents or approvals which, if not obtained, would not, individually or in the aggregate, received evidence reasonably be expected satisfactory to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) it that as of immediately prior to the Effective Time, holders Time the Company shall have an aggregate amount of no cash balances and cash equivalents that is not less than the amount of Remaining Cash. (e) The Company shall have delivered a certification dated not more than 10% 30 days prior to the Closing Date and signed by the Company to the effect that the Company is not, nor has it been within 5 years of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation date of the ELF Merger (other than the consummation certification, a “United States real property holding corporation” as defined in Section 897 of the Merger), shall have been satisfied or, to the extent permitted, waivedCode.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations covenants hereunder required to be performed by it at or prior to the Effective Time; , (bii) the representations and warranties of the Company contained in Section 4.05 shall be true in all respects (except for any de minimis inaccuracy) both when made and as of the Effective Time as though made at and as of the Effective Time, and all other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered (A) that are not qualified by the Company pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect or any similar standard or qualification, shall be true when and correct in all material respects (other than representations and warranties made as of a specified date or for a specified period, which shall be true and correct as of such specified date or for such specified period) and (B) that are qualified by materiality or Material Adverse Effect shall, disregarding all such qualifications and exceptions, be true and correct at and as of the Effective Time as if made at and as of such time (or, if given other than representations and warranties made as of a specific datespecified date or for a specified period, at which shall be true and correct as of such date) specified date or for such specified period), with only such exceptions as have not had and would not reasonably be expected to havehave over a commercially reasonable period of time (which period of time shall not be less than one year), individually or in the aggregate, a Material Adverse Effect on the Company; Company and (ciii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company to the foregoing effect; (db) all consents there shall not have been instituted and approvals of be pending any action or proceeding by any Governmental Entity required in connection with Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger or seeking to obtain material damages relating to the transactions contemplated by the Transaction Agreements Merger, (ii) seeking to restrain or prohibit Parent’s, Merger Subsidiary’s or any of Parent’s other Affiliates’ (A) ability effectively to exercise full rights of ownership of the Company Common Stock, including the right to vote any shares of Company Common Stock acquired or owned by Parent, Merger Subsidiary or any of Parent’s other Affiliates following the Effective Time on all matters properly presented to the Company’s stockholders, or (B) ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (iii) seeking to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole; (c) Parent shall have been obtainedreceived an opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ in form and substance reasonably satisfactory to Parent, except on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. In rendering such consents opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits C and D hereto; and (d) there shall not have occurred or approvals otherwise arisen before and be continuing as of the Effective Time any event, change or development which, if not obtained, would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on Parent or result in criminal liability or material fines; (e) as of immediately prior to the Effective Time, holders of no more than 10% of the outstanding Shares shall have taken actions to assert appraisal rights under Georgia Law; and (f) the ELF Merger Agreement shall have been approved and adopted by the stockholders of ELF in accordance with Delaware Law whether by consent or otherwise and all other conditions to consummation of the ELF Merger (other than the consummation of the Merger), shall have been satisfied or, to the extent permitted, waivedCompany.