Additional Conditions to the Obligations of Company Clause Samples

Additional Conditions to the Obligations of Company. The obligations of the Company to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived in writing by Company:

Additional Conditions to the Obligations of Company. Company’s obligation to complete the Merger will be subject to the following conditions precedent: (a) The representation and warranties of Parent and Merger Sub in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of closing of the Merger. (b) Each of Parent and Merger Sub shall have complied and duly performed in all material respects with its covenants in this Agreement. (c) The board of directors of each of Parent and Merger Sub, and Parent, as the sole shareholder of Merger Sub, shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Parent and Merger Sub to permit the completion of the Merger.

Additional Conditions to the Obligations of Company. The obligations of Company to effect the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by Company: (a) The representations and warranties of Parent and Merger Sub contained in this Agreement (without regard to any materiality exceptions or provisions therein) shall be true and correct, in all respects, as of the Effective Time, with the same force and effect as if made at the Effective Time, except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of the representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where the failure of such representations and warranties to be so true and correct does not constitute, or could not reasonably be expected to result in, a Parent Material Adverse Effect; provided, however, that notwithstanding the exception in clause (iii), the representations and warranties contained in Section 4.6 shall be deemed not true and correct in all respects if any amount set forth in Section 4.6 or Schedule 4.6 of the Parent Disclosure Schedule is incorrect by more than 25,000 shares. (b) Parent and Merger Sub shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) Parent and Merger Sub shall have furnished a certificate or certificates of Parent and Merger Sub executed on behalf of one or more of their respective officers to evidence compliance with the conditions set forth in Sections 7.1(a) and (b) of this Agreement. (d) The Parent Common Stock issuable in connection with the Merger shall have been authorized for listing on Nasdaq, subject to official notice of the issuance, if required by the rules of Nasdaq.

Additional Conditions to the Obligations of Company. The obligations of Company to effect the Merger shall be subject to the fulfillment of each of the following additional conditions, any one or more of which may be waived in writing by Company: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement that are qualified by materiality or Parent Material Adverse Effect shall be true and correct, and the representations and warranties of Parent and Merger Sub set forth in this Agreement that are not so qualified shall be true and correct in all material respects, in each case, as of the Closing Date (except to the extent such representations and warranties speak as of a specific date or as of the date hereof, in which case such representations and warranties shall be so true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively). (b) Parent and Merger Sub shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing Date. (c) Parent and Merger Sub shall have furnished a certificate or certificates of Parent and Merger Sub executed on behalf of one or more of their respective officers to evidence compliance with the conditions set forth in Section 7.1(a) and (b) of this Agreement.

Additional Conditions to the Obligations of Company. All obligations of Company under this Agreement are subject to the fulfillment at or prior to the Closing of the following additional condition, which may be waived in writing, in whole or in part, by Company: