Common use of Additional Conditions to the Obligations of the Company Clause in Contracts

Additional Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Law, waiver) of the following conditions: (a) Parent shall have performed in all material respects all of its obligations hereunder required to be performed by it as of or prior to the Closing Date; and (b) the representations and warranties of Parent and Merger Sub set forth in Article V shall be true and correct (disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not be reasonably expected to have, a Parent Material Adverse Effect. (c) The Company shall have received a certificate of Parent, executed on its behalf by an authorized officer of Parent, dated the Closing Date, certifying that the conditions set forth in subparagraphs (a) and (b) of this Section 9.3 have been satisfied.

Additional Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by this Agreement and applicable Law, waiver) waiver of, on or prior to the Closing, of the following conditions: (a) Parent shall have performed in all material respects all The representations of its obligations hereunder required to be performed by it as of or prior to the Closing Date; and (b) the representations and warranties of Parent and Merger Sub set forth in Article V 3 shall be true and correct (disregarding for this purpose in all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at respects as of the date hereof and as of the Closing Date with the same effect as though made at and as of the Closing Date such date (except to the extent any such representation or warranty expressly relates to an earlier other than representations and warranties which address matters only as of a certain date or period, in which case shall be accurate as of such date or periodcertain date), except where the failure of such representations and warranties to be so true and correctcorrect (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect”) would not, individually or in the aggregate, has not had, and would not reasonably be reasonably expected to have, have a Parent Material Adverse Effect.; (b) Each of Parent and Merger Sub shall have performed and complied with in all material respects all covenants and obligations required to be performed or complied with by it under the Agreement at or prior to the Closing; and (c) The Company shall have received a certificate of Parent, executed on its behalf by an a duly authorized officer of Parent, dated the Closing Date, Parent certifying that the conditions set forth in subparagraphs clauses (a) and (b) of this Section 9.3 have been satisfied6.2 are duly satisfied as of immediately prior to the Closing.

Additional Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Law, waiver) of the following conditions: (a) Parent shall have performed in all material respects all of its obligations hereunder obligations, covenants and agreements under this Agreement required to be performed by it as of or prior to the Closing Date; andEffective Time; (b) the representations and warranties of Parent and Merger Sub set forth in Article V shall be true and correct (disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at and as of the Closing Date as though made at and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure to be so true and correct, individually or in the aggregate, has not had, and would not be reasonably expected to have, a Parent Material Adverse Effect.; and (c) The the Company shall have received a certificate of Parent, executed on its behalf by an authorized officer of Parent, dated as of the Closing Date, certifying confirming that the conditions set forth in subparagraphs (a) and (b) of this Section 9.3 have been satisfied.

Additional Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Law, waiverwaiver in writing) before the Closing of the following conditions: (a) Parent shall have complied with or performed in all material respects all of its obligations hereunder the obligations, covenants and agreements it is required to be performed by it as of comply with or perform at or prior to the Closing Date; andClosing; (b) the representations and warranties of Parent and Merger Sub set forth in Article V shall be true and correct (disregarding for this purpose all “Parent Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) at as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not be reasonably expected likely to have, a Parent Material Adverse Effect.; and (c) The Company shall have received a certificate of Parent, executed on its behalf by an authorized officer of Parent, dated the Closing Date, certifying that the conditions set forth in subparagraphs (a) and (b) of this Section 9.3 have been satisfied.