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This excerpt taken from the WEN 8-K filed Dec 21, 2007.
CONDITIONS PRECEDENT TO THE OBLIGATION OF The obligation of the Buyer and Buyer Sub to enter into and complete the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by the Buyer: 7.1 Intentionally Omitted. 7.2 Intentionally Omitted. 7.3 No Orders. No Order enjoining or prohibiting the Company, the Buyer or Buyer Sub from consummating the transactions contemplated by this Agreement shall have been entered, and no action, suit, proceeding or investigation shall have been initiated or threatened by any Governmental Authority at any time prior to the Closing seeking to restrain or prohibit, or seeking damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. 7.4 Accuracy of Representations and Warranties. The representations and warranties of the Company contained in this Agreement (as such representations and warranties would read if all limitations or qualifications therein as to materiality or Company Material Adverse Effect (or similar concept) were deleted therefrom) shall be true and correct on and as of the Closing Date as though made on and as of that date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), except for any failures to be true and correct which would not have, individually or in the aggregate, a Company Material Adverse Effect. 7.5 Performance of Covenants and Agreements. The Company shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed or complied with by it on or prior to the Closing. 7.6 Certificate. The Company shall have furnished the Buyer with a certificate (in form and substance reasonably satisfactory to the Buyer) signed by an authorized officer of the Company to the effect that the conditions set forth in Sections 7.4 and 7.5 have been satisfied. 7.7 No Company Material Adverse Effect. Since the date of this Agreement, except as set forth in Section 4.6 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries shall have suffered any event, change, occurrence or circumstance in the financial condition, business, results of operations, properties or assets of the Company or any of its Subsidiaries that, individually or in the 66 aggregate with any such events, changes, occurrences or circumstances, has had or would reasonably be determined to have a Company Material Adverse Effect. 7.8 Client Consents. The Client Consents from Clients existing as of the date hereof and Pipeline Funds, if any, that have closed prior to the Closing, constitute in the aggregate at least eighty percent (80%) (the “Requisite Percentage”) of the sum of (i) the Base Date AUM (excluding for all purposes of such computation the portion of Base Date AUM attributable to any such Clients the outstanding securities of which are redeemed in full prior to the Closing) and (ii) the aggregate assets under management by DCM of such Pipeline Funds as of the date on which the closing occurs for such Pipeline Fund, and such Client Consents constituting the Requisite Percentage shall be in full force and effect as of the Closing Date. 7.9 Intentionally Omitted. 7.10 Intentionally Omitted. 7.11 Investment Banking Firm Determination. If applicable, the Investment Banking Firm Determination shall have been completed. |
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