Common use of Additional Conditions to Obligation of the Company to Effect the Merger Clause in Contracts

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to consummate the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and (ii) all other representations and warranties of Parent and Merger Sub contained in Article IV shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case at and as of the date of this Agreement and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement prior to the Effective Time; and (c) Each of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, of senior officers of Parent and Merger Sub certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation If the Offer is terminated pursuant to Section 1.1(b), then the obligations of the Company to consummate the Merger shall also be subject to the satisfaction or waiver at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained Purchaser set forth in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) this Agreement that are qualified as to Material Adverse Effect shall be true and correct in all material respects as of immediately prior to the date of this Agreement and at and as of the Closing as if made at and as of such time Effective Time (except to the extent expressly such representations and warranties shall have been made as of an earlier date, in which case such representation representations and warranty warranties shall be have been so true and correct as of such earlier date), ) with the same force and effect as if then made 56 52 and (ii) all other the representations and warranties of Parent and Merger Sub contained Purchaser set forth in Article IV this Agreement that are not qualified as to Material Adverse Effect shall be true and correct (without giving effect in all material respects immediately prior to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case at and as of the date of this Agreement and as of the Closing as if made at and as of such time Effective Time (except to the extent expressly such representations and warranties shall have been made as of an earlier date, in which case such representation representations and warranty warranties shall be so have been true and correct as of such earlier date), except, in ) with the case of this clause (ii), where the failure of such representations same force and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have a Parent Material Adverse Effect;if then made. (b) Each of Parent and Merger Sub Purchaser shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement prior to them on or before the Effective Time; and. (ci) Each of Parent and Merger Sub All waiting periods under the HSR Act shall have delivered expired or been terminated and the EU Approval shall have been received; and (ii) any applicable waiting periods applicable to the Merger under any laws or regulations of any foreign jurisdiction in which either the Company a certificateor Parent (directly or through subsidiaries, dated as of the Closing Datein each case) has material assets or conducts material operations, of senior officers of Parent shall have expired or been terminated, and Merger Sub certifying all regulatory approvals applicable to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) Merger shall have been satisfiedobtained, other than such waiting periods and approvals the failure of which to be satisfied or obtained would not have a Material Adverse Effect on Parent after the Merger.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to consummate the Merger shall be subject to the satisfaction or waiver fulfillment at or prior to the Effective Time of the following additional conditions: (a) Each of Holdings, Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement prior to the Effective Time; (b) (i) The representations and warranties of Parent and Merger Sub contained in Section 4.1 5.1 (Organization), Section 4.2 5.2 (Authority), Section 4.6 (Brokers) and Section 4.12 5.6 (Eligible Independent Contractor StatusBrokers) shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and (ii) all other representations and warranties of Parent and Merger Sub contained in Article IV ARTICLE V shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case ) at and as of the date of this Agreement and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), except where the failure of such representations and warranties to be true and correct (without with giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have a Parent Material Adverse Effect; (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement prior to the Effective Time; and (c) Each of Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date, of senior officers of Parent and Merger Sub certifying to the effect that the conditions set forth in Section 6.2(asubsections (a) and (b) of this Section 6.2(b) 7.2 have been satisfied.

Additional Conditions to Obligation of the Company to Effect the Merger. The Unless waived by the Company, the obligation of the Company to consummate effect the Merger shall be subject to the satisfaction or waiver fulfillment at or prior to the Effective Time Closing of the following additional conditions: (a) (i) The Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of Parent and Merger Sub Subsidiary contained in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) this Agreement shall be true and correct in all material respects on and as of the date of this Agreement made and at on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date), as if made at and as of such time (except date, and the Company shall have received a Certificate of the Chairman of the Board and Chief Executive Officer and the President or a Vice President of Parent, in form and substance reasonably satisfactory to the extent expressly made as of an earlier dateCompany, in which case such representation and warranty to that effect; (b) since the date hereof, there shall be so true and correct as of such earlier date)have been no changes that constitute, and (ii) all other representations and warranties of Parent and Merger Sub contained no event or events shall have occurred which have resulted in Article IV shall be true and correct (without giving effect to any limitation as to “materiality” or “constitute, a Parent Material Adverse Effect” set forth therein), in each case at taken as a whole; (c) all waivers, consents, orders, authorizations, and as of approvals required to be obtained, and all filings required to be made by Parent and Subsidiary for the date authorization, execution and delivery of this Agreement and as the consummation by Parent and Subsidiary of the Closing as if transactions contemplated hereby shall have been obtained and made at by Parent and as of such time (Subsidiary, except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to obtain the waivers, consents, orders, authorizations or approvals required to be true and correct (without giving effect obtained or any filings required to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had and be made would not reasonably be expected to have a Parent Material Adverse Effect, taken as a whole; (bd) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required to be performed or complied with by it under this Agreement prior to the Effective Time; and (c) Each of Parent and Merger Sub shall have delivered to the Company the following: (i) The Merger Consideration as specified in Section 4.1, above; (ii) A certificate from the Secretary of Parent, in a certificateform satisfactory to the Company, setting forth the resolutions of the Board of Directors of Parent authorizing the execution of this Agreement and all agreements, documents and instruments to be executed in connection herewith and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein; (iii) The certificate of Parent required to be delivered pursuant to Section 9.2(a), above; and (iv) An opinion from the law firm Godfrey & Kahn, X.X., indepenxxxx counsel to Parent and Subsidiary, dated as of the Closing Date, covering such matters as are customary for transactions of senior officers of Parent this nature in form and Merger Sub certifying content acceptable to the effect Company and Godfrey & Kahn, S.C. (e) no governmental authority, foreign or domestic, shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the Company's shareholders. In the event that any of the foregoing conditions set forth in Section 6.2(a) and Section 6.2(b) to Closing shall not have been satisfied, the Company may elect to (i) terminate this Agreement without liability to the Company, or (ii) consummate the transactions contemplated herein despite such failure. Regardless of whether the Company elects to terminate this Agreement or consummate the transactions described herein, if such failure shall be as a result of a breach of any provision of this Agreement by Parent, including, without limitation, Parent's failure to execute and/or deliver any item described pursuant to Section 9.2(d), above, the Company (or its shareholders) may seek appropriate remedies for any and all damages, costs and expenses incurred by the Company (or its shareholders) by reason of such breach including, without limitation, indemnification pursuant to Article X, below.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to consummate the Merger shall also be subject to the satisfaction or waiver at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) set forth herein shall be true and correct in all material respects as of the date of this Agreement and at hereof and as of the Closing Date, with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and except (ii) all other than the representations and warranties of Parent and Merger Sub contained in Article IV Section 4.2, which shall be true and correct in all respects) where the failure of such representations and warranties to be so true and correct (without giving effect to any threshold or any limitation or qualifier as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case at and as or words of the date of this Agreement and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” similar import set forth therein) has does not had have, and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect;. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement prior to them on or before the Effective Time; and. (c) Each Any applicable waiting periods under the HSR Act and the antitrust or competition Laws of applicable European Union jurisdictions relating to the Merger shall have expired or been terminated and all material consents, approvals and authorizations required to be obtained or notices required to be given prior to the consummation of the Merger by the parties hereto from Governmental Entities to consummate the Merger, shall have been made, given or obtained, as the case may be. (d) Parent and Merger Sub shall have delivered to the Company a an officers’ certificate, dated as of the Closing Dateduly executed by Parent’s Chief Executive Officer and Chief Financial Officer, of senior officers of Parent and Merger Sub certifying to the effect stating that the conditions set forth in Section 6.2(aSections 7.3(a) and Section 6.2(b(b) above have been satisfied.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to consummate effect the Merger shall be subject to the satisfaction waiver by the Company or waiver the fulfillment at or prior to the Effective Time Closing Date of the following additional conditions: (a) (i) The representations Each representation and warranties warranty of Parent and Merger Sub contained in this Agreement that is qualified as to materiality shall have been true and correct (i) as of the date of this Agreement, and (ii) subject to the provisions of the penultimate sentence of Section 4.1 (Organization)6.4, Section 4.2 (Authority)on and as of the Closing Date with the same force and effect as if made on the Closing Date, Section 4.6 (Brokers) except to the extent that such representations and Section 4.12 (Eligible Independent Contractor Status) warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date. Each representation and warranty of Parent and Merger Sub contained in this Agreement that is not qualified as to materiality shall have been true and correct (y) in all material respects as of the date of this Agreement and at (z) subject to the provisions of the penultimate sentence of Section 6.4, in all material respects on and as of the Closing Date with the same force and effect as if made at and as of such time (on the Closing Date, except to the extent expressly made that such representations and warranties speak as of an earlier date, in which case such representation representations and warranty warranties shall be so true and correct in all material respects as of such earlier date), and (ii) all other representations and warranties . The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent and Merger Sub contained in Article IV by an authorized officer of Parent and Merger Sub (“Parent Closing Certificate”). Notwithstanding the foregoing, the Company shall not be true entitled to assert inaccuracy or breach of representation or warranty by Parent or Merger Sub as a failure of condition to Closing under this Section 7.2(a) unless the individual or aggregate impact of all such inaccuracies and correct breaches by Parent and Merger Sub (without giving effect for these purposes to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth therein), in each case at and as of the date of this Agreement and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth thereinEffect qualifiers) has not had and would not reasonably be expected to have a Parent Material Adverse Effect;Effect on Parent. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied of their respective agreements contained in all material respects with all covenants this Agreement required to be performed or complied with by it under this Agreement prior to the Effective Time; andClosing. (c) The Company shall have been furnished with an opinion of McAfee & Txxx A Professional Corporation, counsel to Parent, in substantially the form attached hereto as Exhibit H. (d) Parent shall have executed the Registration Rights Agreement for delivery at the Closing. (e) Parent and the Escrow Agent shall have executed the Escrow Agreement for delivery at the Closing. (f) The Parent Stockholder Consent and the Merger Sub Stockholder Consent shall have been adopted in accordance with the Parent Charter Documents and Merger Sub Charter Documents, respectively, and the DGCL, on or before the close of business on November 9, 2007, and the certificate required by clause (iii) of Section 6.15(a) shall have been delivered to the Company with respect to the Parent Stockholder Consent. (g) Each of Parent and Merger Sub shall have delivered to the Company a certificatecopy of (i) the resolutions adopted by its board of directors authorizing the execution, dated as delivery and performance of this Agreement and the consummation of all of the Closing Datetransactions contemplated hereby, including the Merger, and (ii) a certificate executed on behalf of senior officers each of Parent and Merger Sub by its corporate secretary and dated the Closing Date certifying to the effect Company that (A) the conditions resolutions described at (i) were duly adopted and have not been amended or rescinded and (B) the Merger Sub Stockholder Consent and the Parent Stockholder Consent were duly obtained and have not been amended or rescinded. (h) Parent shall have mailed the Information Statement (including any amendments thereto) to its stockholders not less than twenty (20) days prior to the Closing Date. (i) Parent is ready, willing and able to satisfy its obligations at Closing as set forth out in Section 6.2(a) and Section 6.2(b) have been satisfied1.6.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to consummate the Merger shall also be subject to the satisfaction or waiver at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) set forth herein shall be true and correct in all material respects as of the date of this Agreement and at hereof and as of the Closing Date, with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), and except (ii) all other than the representations and warranties of Parent and Merger Sub contained in Article IV Section 4.2, which shall be true and correct in all respects) where the failure of such representations and warranties to be so true and correct (without giving effect to any threshold or any limitation or qualifier as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case at and as or words of the date of this Agreement and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date), except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” similar import set forth therein) has does not had have, and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect;. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement prior to them on or before the Effective Time; and. (c) Each Any applicable waiting periods under the HSR Act and the antitrust or competition Laws of Parent and applicable European Union jurisdictions relating to the Merger Sub shall have delivered expired or been terminated and all material consents, approvals and authorizations required to be obtained or notices required to be given prior to the Company a certificate, dated as consummation of the Closing DateMerger by the parties hereto from Governmental Entities to consummate the Merger, of senior officers of Parent and Merger Sub certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) shall have been satisfiedmade, given or obtained, as the case may be.

Additional Conditions to Obligation of the Company to Effect the Merger. The obligation If the Offer is terminated pursuant to Section 1.1(b), then the obligations of the Company to consummate the Merger shall also be subject to the satisfaction or waiver at or prior to the Effective Time of the following additional conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained Purchaser set forth in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.6 (Brokers) and Section 4.12 (Eligible Independent Contractor Status) this Agreement that are qualified as to Material Adverse Effect shall be true and correct in all material respects as of immediately prior to the date of this Agreement and at and as of the Closing as if made at and as of such time Effective Time (except to the extent expressly such representations and warranties shall have been made as of an earlier date, in which case such representation representations and warranty warranties shall be have been so true and correct as of such earlier date), ) with the same force and effect as if then made and (ii) all other the representations and warranties of Parent and Merger Sub contained Purchaser set forth in Article IV this Agreement that are not qualified as to Material Adverse Effect shall be true and correct (without giving effect in all material respects immediately prior to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), in each case at and as of the date of this Agreement and as of the Closing as if made at and as of such time Effective Time (except to the extent expressly such representations and warranties shall have been made as of an earlier date, in which case such representation representations and warranty warranties shall be so have been true and correct as of such earlier date), except, in ) with the case of this clause (ii), where the failure of such representations same force and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have a Parent Material Adverse Effect;if then made. (b) Each of Parent and Merger Sub Purchaser shall have performed in all material respects all obligations and complied in all material respects with all agreements and covenants required to be performed or complied with by it under this Agreement prior to them on or before the Effective Time; and. (ci) Each of Parent and Merger Sub All waiting periods under the HSR Act shall have delivered expired or been terminated and the EU Approval shall have been received; and (ii) any applicable waiting periods applicable to the Merger under any laws or regulations of any foreign jurisdiction in which either the Company a certificateor Parent (directly or through subsidiaries, dated as of the Closing Datein each case) has material assets or conducts material operations, of senior officers of Parent shall have expired or been terminated, and Merger Sub certifying all regulatory approvals applicable to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) Merger shall have been satisfiedobtained, other than such waiting periods and approvals the failure of which to be satisfied or obtained would not have a Material Adverse Effect on Parent after the Merger.