Common use of Entry into Parent Asset Purchase Agreement Clause in Contracts

Entry into Parent Asset Purchase Agreement. Concurrently with the execution of this Agreement, the Company and Parent have entered into the asset purchase agreement attached hereto as Exhibit C (the “Parent Asset Purchase Agreement”) which agreement will become effective as provided therein. On the first (1st) Business Day following the Stockholders’ Meeting and the satisfaction (or, to the extent permitted by Law, waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Article IX (other than Section 9.3(e) which shall be satisfied in accordance with Section 12.3) of this Agreement (such first (1st) Business Day, the “Final Condition Satisfaction Date”; provided, that if the day following such first (1st) Business Day is not also a Business Day, the Final Condition Satisfaction Date shall be delayed until the next Business Day that is also immediately followed by a Business Day), the Parent Asset Purchase Agreement will become effective and Parent and the Company will consummate the transactions contemplated by the Parent Asset Purchase Agreement (the “Parent Asset Sale”). The obligation of the Company to consummate the Parent Asset Sale is subject to the receipt by the Company of a written letter, in form and substance, reasonably satisfactory to the Company from Parent and Sub on the Final Condition Satisfaction Date that confirms that the conditions to the obligations of Parent and Sub to effect the Merger set forth in Section 9.3 have been irrevocably satisfied or waived; and the receipt by the Buyer Parties of a written letter, in form and substance reasonably satisfactory to the Buyer Parties, from the Company on the Final Condition Satisfaction Date that confirms that the conditions to the obligations of the Company to effect the Merger have been irrevocably satisfied or waived. The Company and the Buyer Parties agree that the consummation of the Asset Sales and the payment of the Special Dividend shall be conditions precedent to the Closing of the Merger.