Common use of Condition to the Obligation of the Company Clause in Contracts

Condition to the Obligation of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction of the following further conditions: (a) MergerSub shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of MergerSub contained in this Agreement and in any certificate or other writing delivered by either of them pursuant hereto shall be true in all material respects at and as of the Effective Time (except for any inaccuracies in such representations and warranties that are solely due to an action taken after the date hereof of the type described in Section 5.01 which is taken specifically in accordance with Section 5.01) (provided that representations made as of a specific date shall be required to be true as of such date only) as if made at and as of such time and the Company shall have received a certificate signed by any Vice President of MergerSub to the foregoing effect; and (b) The Board of Directors of the Company shall have received advice, reasonably satisfactory to the Board, from an independent advisor confirming the belief of MergerSub set forth in the last sentence of Section 4.07.