TO CLOSING
SECTION 6.1
CONDITIONS TO EACH PARTY'S OBLIGATION TO CLOSE.
THE OBLIGATIONS OF EACH PARTY TO THIS AGREEMENT TO COMPLETE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL BE SUBJECT TO THE SATISFACTION PRIOR TO THE
CLOSING DATE OF THE FOLLOWING CONDITIONS:
(A) STOCKHOLDER APPROVAL.
THE SELLER VOTING PROPOSAL SHALL HAVE BEEN APPROVED
AT THE SELLER MEETING, AT WHICH A QUORUM IS PRESENT, BY THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE SHARES OF SELLER COMMON STOCK OUTSTANDING ON
THE RECORD DATE FOR THE SELLER MEETING.
(B) GOVERNMENTAL APPROVALS.
ALL AUTHORIZATIONS, CONSENTS, ORDERS OR APPROVALS
OF, OR DECLARATIONS OR FILINGS WITH, OR EXPIRATIONS OF WAITING PERIODS IMPOSED
BY, ANY GOVERNMENTAL ENTITY, SHALL HAVE BEEN FILED, BEEN OBTAINED OR OCCURRED.
(C) NO INJUNCTIONS.
NO GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION SHALL HAVE
ENACTED, ISSUED, PROMULGATED, ENFORCED OR ENTERED ANY ORDER, EXECUTIVE ORDER,
STAY, DECREE, JUDGMENT OR INJUNCTION OR STATUTE, RULE OR REGULATION WHICH IS IN
EFFECT AND WHICH HAS THE EFFECT OF MAKING THE TRANSACTIONS CONTEMPLATED HEREBY
ILLEGAL OR OTHERWISE PROHIBITING CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
36
SECTION 6.2
ADDITIONAL CONDITIONS TO OBLIGATIONS OF BUYER.
THE OBLIGATION OF BUYER TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT IS SUBJECT TO THE SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS,
ANY OF WHICH MAY BE WAIVED IN WRITING EXCLUSIVELY BY BUYER:
(A) REPRESENTATIONS AND WARRANTIES.
EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 2.3, SECTION 2.9 AND SECTIONS 2.10(M) AND (N),
EACH OF THE OTHER REPRESENTATIONS AND WARRANTIES OF THE SELLER CONTAINED IN THIS
AGREEMENT OR IN THE SELLER DISCLOSURE SCHEDULE OR ANY CERTIFICATE DELIVERED
PURSUANT HERETO SHALL BE TRUE AND CORRECT AS OF THE CLOSING DATE EXCEPT WITH
RESPECT TO SUCH MATTERS THAT COULD NOT REASONABLY BE EXPECTED TO HAVE A
MAMMOGRAPHY INTELLECTUAL PROPERTY MATERIAL ADVERSE EFFECT.
THE REPRESENTATION
SET FORTH IN SECTION 2.9 SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE CLOSING DATE.
THE REPRESENTATIONS SET FORTH IN SECTION 2.3 AND
SECTION 2.10(M) AND (N) SHALL BE TRUE AND CORRECT AS OF THE CLOSING DATE. BUYER
SHALL HAVE RECEIVED AT THE CLOSING A CERTIFICATE, SIGNED BY THE PRESIDENT AND
CHIEF FINANCIAL OFFICER OF SELLER TO SUCH EFFECT.
(B) PERFORMANCE OF OBLIGATIONS OF SELLER.
SELLER SHALL HAVE TAKEN ALL NECESSARY
CORPORATE OR OTHER ACTIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
AND SHALL HAVE PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH EACH
COVENANT, AGREEMENT AND CONDITION REQUIRED BY THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY IT AT OR PRIOR TO THE CLOSING; AND
BUYER SHALL HAVE RECEIVED A CERTIFICATE SIGNED ON BEHALF OF SELLER BY THE
PRESIDENT AND CHIEF FINANCIAL OFFICER OF SELLER TO SUCH EFFECT.
(C) THIRD PARTY CONSENTS.
THE SELLER SHALL HAVE OBTAINED (I) ALL CONSENTS AND
APPROVALS OF THIRD PARTIES REFERRED TO IN SCHEDULE 6.2(C) AND (II) ANY OTHER
CONSENT OR APPROVAL OF ANY THIRD PARTY (OTHER THAN A GOVERNMENTAL ENTITY), THE
FAILURE OF WHICH TO OBTAIN, INDIVIDUALLY OR IN THE AGGREGATE, IS REASONABLY