Common use of Conditions to Clause in Contracts

Conditions to. MERGER Section 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions: (a) This Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of the outstanding shares of CompCore Common Stock, and the issuance of shares of Xxxxx Common Stock pursuant to the Merger shall have been approved by the stockholders of Xxxxx. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Xxxxx or CompCore shall have been filed, occurred or been obtained. (c) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or limiting or restricting Zoran's conduct or operation of the business of Xxxxx or CompCore after the Merger shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal. (e) Xxxxx and CompCore shall have received letters from Price Waterhouse LLP dated the date of the Joint Proxy Statement and confirmed in writing at the Effective Time and addressed to Xxxxx and CompCore stating that the business combination to be effected by the Merger will qualify as a pooling of interests transaction under GAAP. (f) The shares of Xxxxx Common Stock to be issued in the Merger shall have been approved for quotation on the NNM. (g) Xxxxx shall have received all permits and other authorizations required under applicable state blue sky laws for the issuance of shares of Xxxxx Common Stock pursuant to the Merger. Section 7.2

Conditions to. MERGER Section 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. All Borrowings after the Closing Date The respective obligations Credit Documentation shall contain conditions precedent to all borrowings (other than Incremental Facilities) after the Closing Date limited to requirements relating to prior written notice of each party to this Agreement to effect borrowing, the Merger shall accuracy of representations and warranties in all material respects (or, if qualified by materiality or material adverse effect, in all respects) and the absence of any default or event of default; provided, that, if such extension is in connection with a Limited Condition Transaction, such conditions will be subject to the satisfaction prior Limited Condition Transaction provisions. Representations and Warranties Subject to the Closing Date of Limited Conditionality Provision and consistent with Documentation Principles, the representations and warranties included in the Credit Documentation will be limited to the following conditions: (a) This Agreement to be applicable to Holdings (with respect to certain customary representations and warranties), the Merger shall have been approved Borrower and adopted by the affirmative vote its restricted subsidiaries): accuracy of the holders of a majority of the outstanding shares of CompCore Common Stock, historical financial statements and the issuance of shares of Xxxxx Common Stock pursuant to the Merger shall have been approved by the stockholders of Xxxxx. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a disclosures; no Material Adverse Effect on Xxxxx (after the Closing Date); corporate existence; compliance with laws; corporate power and authority; good standing and qualification; consent of government authorities; execution, delivery and enforceability of Credit Documentation; no conflict with law or CompCore shall have been filedorganizational documents; no litigation (subject to Material Adverse Effect); no event of default; ownership of property; insurance; taxes (subject to Material Adverse Effect); Federal Reserve regulations; ERISA and comparable foreign laws and regulations (subject to Material Adverse Effect); Investment Company Act; the use of proceeds violating OFAC, occurred or been obtained. FCPA, anti-money laundering, the PATRIOT Act, anti-fraud and anti-corruption and anti-terrorist financing and sanction regulations, subject to appropriate knowledge and materiality qualifiers; subsidiaries; solvency as of the Closing Date; environmental matters; labor matters (c) The Registration Statement shall have become effective subject to Material Adverse Effect); and creation, perfection and priority of security interests (subject to the Limited Conditionality Provision and, with respect to priority, security interests and liens permitted under the Securities Act Credit Documentation). The representations and warranties shall not be the subject of any stop order or proceedings seeking a stop order. (d) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger or limiting or restricting Zoran's conduct or operation of the business of Xxxxx or CompCore after the Merger shall have been issued, nor shall any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to Holdings (with respect to certain customary representations and warranties), the Merger which makes Borrower and its restricted subsidiaries and subject to baskets, materiality thresholds (including, for the consummation avoidance of the Merger illegal. (e) Xxxxx doubt, certain of such reps and CompCore shall have received letters from Price Waterhouse LLP dated the date of the Joint Proxy Statement and confirmed in writing at the Effective Time and addressed to Xxxxx and CompCore stating that the business combination warranties to be effected by subject to a no Material Adverse Effect qualifiers), carve outs and exceptions, in each case, consistent with the Merger will qualify as a pooling of interests transaction under GAAP. (f) The shares of Xxxxx Common Stock to be issued in the Merger shall have been approved for quotation on the NNM. (g) Xxxxx shall have received all permits and other authorizations required under applicable state blue sky laws for the issuance of shares of Xxxxx Common Stock pursuant to the Merger. Section 7.2Documentation Principles.

Conditions to. MERGER Section 7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERTransfer In the event Holder desires to transfer this Warrant or (in the absence of registration under the Securities Act) any of the Warrant Shares issued, the Holder must give the Company prior written notice of such proposed transfer including the name and address of the proposed transferee. The respective obligations Such transfer may be made only either (i) upon publication by the Securities and Exchange Commission (the "Commission") of each party a ruling, interpretation, opinion or "no action letter" based upon facts presented to this Agreement to effect said Commission, or (ii) upon receipt by the Merger shall be subject Company of an opinion of Holder's counsel acceptable to the satisfaction prior Company, in either case to the Closing Date effect that the proposed transfer will not violate the provisions of the following conditions: Securities Act, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated under either such act, or in he case of clause (aii) This Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of the outstanding shares of CompCore Common Stockabove, and the issuance of shares of Xxxxx Common Stock pursuant to the Merger shall have effect that the Warrant or Warrant Shares to be sold or transferred has been approved by the stockholders of Xxxxx. (b) All authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity the failure of which to obtain or comply with would be reasonably likely to have a Material Adverse Effect on Xxxxx or CompCore shall have been filed, occurred or been obtained. (c) The Registration Statement shall have become effective registered under the Securities Act as amended, and shall not be that there is in effect a current prospectus meeting the subject requirements of any stop order or proceedings seeking a stop order. (dSubsection 10(a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger Securities Act, which is being or limiting will be delivered to the purchaser or restricting Zoran's conduct transferee at or operation prior to the time of delivery of the business of Xxxxx certificates evidencing the Warrant or CompCore after Warrant Shares to be sold or transferred. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Merger shall have been issuedSecurities Act, nor shall any proceeding brought the Holder will, if requested by the Company, deliver to the Company (i) a domestic administrative agency representation from the transferee that the Warrant or commission the Warrant Shares, as applicable, are being acquired by such transferee for his or other domestic Governmental Entityher own account, seeking any for investment purposes, and not with a view towards distribution, (ii) an agreement by such transferee to the impression of the foregoing legend set forth in Subsection 5(a) on the certificate or certificates representing the securities to be pending; nor shall there be any action takenacquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable registrar with respect to the Merger which makes Warrant or the consummation of the Merger illegal. (e) Xxxxx and CompCore shall have received letters from Price Waterhouse LLP dated the date of the Joint Proxy Statement and confirmed in writing at the Effective Time and addressed to Xxxxx and CompCore stating that the business combination Warrant Shares, as applicable, to be effected acquired by such transferee, and (iv) an agreement by the Merger will qualify transferee to indemnify the Company to the same extent as a pooling of interests transaction under GAAP. (f) The shares of Xxxxx Common Stock to be issued set forth in the Merger shall have been approved for quotation on the NNM. (g) Xxxxx shall have received all permits and other authorizations required under applicable state blue sky laws for the issuance of shares of Xxxxx Common Stock pursuant to the Merger. Section 7.2next succeeding paragraph.