Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the following conditions:
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger on the Closing Date is also subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger and to otherwise consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that any one or more of the following conditions may be waived by the written agreement of the Company):
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company) of the following conditions:
(i) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Closing.
(ii) Other than the representations and warranties listed in clause (iii) of this Section 2.2(c), the representations and warranties of Parent and Merger Sub set forth in Article 4 shall be true and correct (without giving effect to any materiality, Parent Material Adverse Effect or similar qualifications set forth therein) at and as of the Closing as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect.
(iii) The representations and warranties of Parent and Merger Sub set forth in the first sentence of Section 4.1, Section 4.2, Section 4.3(a), Section 4.5, Section 4.10, Section 4.12 and Section 4.13, that (A) are not qualified by Parent Material Adverse Effect or other materiality qualifications will 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 that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all material respects as of such earlier date); and (B) are qualified by Parent Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Parent Material Adverse Effect or other materiality qualifications) as of the Closing 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 will be true and correct in all respects as of such earlier date).
(iv) The Company shall have received from Parent and Merger Sub a certificate, dated as of the Closing Date and signed by their respective president or chief executive officer, certifying (on behalf of Parent and Merger Sub, respecti...
Additional Conditions to Obligation of the Company. The obligation of the Company to consummate the transactions contemplated hereby in accordance with the terms of this Agreement is also subject to the fulfillment or waiver of the following conditions:
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Stock Purchase is also subject to the following conditions:
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the RE Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in a writing executed by the Company:
Additional Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the condition that each of Parent and Merger Sub shall have made the Offer in accordance with its terms as contemplated by Section 1.1 hereof and shall have consummated the Offer in accordance with its terms.
Additional Conditions to Obligation of the Company. In addition to the conditions set forth in Section 5.01, the obligation of the Company to effect the Closing hereunder is also subject to the fulfillment or written waiver by the Company at or prior to the Closing of each of the following conditions:
Additional Conditions to Obligation of the Company. The obligation -------------------------------------------------- of the Company to effect the Merger is also subject to the conditions (which may be waived, in whole or in part, to the extent permitted by applicable law) that (a) each of the Parent and Merger Sub shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time and (b) Parent's representations and warranties in this Merger Agreement, when made and (with the exception of representations and warranties made as of a particular date) as of the Closing Date, shall be true and complete in all material respects. Parent shall have delivered to the Company a certificate of an officer of Parent, dated as of the Closing Date, as to compliance with the conditions set forth in this Section 6.2.
