Common use of Conditions of Merger Clause in Contracts

Conditions of Merger. Section 7.1. Conditions to Obligation of Each Party to Effect the Merger 47 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1. Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. Effect of Termination 49 Section 8.6. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50

Conditions of Merger. Section 7.1. 8.1 Conditions to Obligation Obligations of Each Party to Effect the Mergers 100 Section 8.2 Conditions to Obligations of Parent and the Merger 47 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Subs 101 Section 8.1. Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or 8.3 Conditions to Obligations of the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. Effect of Termination 49 Section 8.6. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50102 Article IX

Conditions of Merger. 43 Section 7.1. 7.1 Conditions to Obligation of Each Party to Effect the Merger 47 43 Section 7.2 Conditions to Obligations of Parent and Merger Sub 43 Section 7.3 Conditions to Obligations of the Company 43 ARTICLE VIII 8 TERMINATION, AMENDMENT AND WAIVER 44 Section 8.1. 8.1 Termination by Mutual Agreement 47 44 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. 8.2 Effect of Termination 49 45 Section 8.6. 8.3 Fees and Expenses 50 45 Section 8.7. 8.4 Amendment 50 46 Section 8.8. 8.5 Waiver 5046

Conditions of Merger. Section 7.1. SECTION 7.01 Conditions to Obligation of Each Party to Effect the Merger 47 48 SECTION 7.02 Additional Conditions to Obligations of Associated 49 SECTION 7.03 Additional Conditions to Obligations of the Company 51 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1. SECTION 8.01 Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. 53 SECTION 8.02 Effect of Termination 49 Section 8.6. Expenses 50 Section 8.7. 56 SECTION 8.03 Amendment 50 Section 8.8. 57 SECTION 8.04 Waiver 5058

Conditions of Merger. Section 7.1SECTION 6.1. Conditions to Each Party’s Obligation to Effect the Merger 46 SECTION 6.2. Additional Conditions to Obligation of Each Party the Company to Effect the Merger 46 SECTION 6.3. Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 47 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER Section 8.1SECTION 7.1. Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5SECTION 7.2. Effect of Termination 49 Section 8.6SECTION 7.3. Expenses Termination Fee Payable in Certain Circumstances 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50ARTICLE VIII

Conditions of Merger. Section 7.1SECTION 6.1. Conditions to Each Party’s Obligation to Effect the Merger 40 Page SECTION 6.2. Additional Conditions to Obligation of Each Party the Company to Effect the Merger 47 41 SECTION 6.3. Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 41 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER Section 8.1SECTION 7.1. Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.542 SECTION 7.2. Effect of Termination 49 Section 8.644 SECTION 7.3. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50Termination Fee Payable in Certain Circumstances 44 ARTICLE VIII

Conditions of Merger. Section 7.1. 7.1 Conditions to Obligation Obligations of Each Party to Effect the Merger 47 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 58 Section 8.1. Termination by Mutual Agreement 47 7.2 Conditions to Obligations of Parent and Merger Sub 58 Section 8.2. Termination by Either Parent or 7.3 Conditions to Obligations of the Company 47 59 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. Effect 7.4 Frustration of Termination 49 Section 8.6. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50Closing Conditions 59 ARTICLE VIII

Conditions of Merger. Section 7.1SECTION 6.1. Conditions to Each Party’s Obligation to Effect the Merger 38 Page SECTION 6.2. Additional Conditions to Obligation of Each Party the Company to Effect the Merger 47 38 SECTION 6.3. Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 39 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER Section 8.1SECTION 7.1. Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.540 SECTION 7.2. Effect of Termination 49 Section 8.641 SECTION 7.3. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50Termination Fee Payable in Certain Circumstances 41 ARTICLE VIII

Conditions of Merger. Section 7.1. 38 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger 47 38 SECTION 7.2 Conditions to Obligations of the Acquiror and Merger Sub 39 SECTION 7.3 Conditions to Obligations of the Company 39 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1. 40 SECTION 8.1 Termination by Mutual Agreement 47 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. 40 SECTION 8.2 Effect of Termination 49 Section 8.6Termination. Expenses 50 Section 8.741 SECTION 8.3 Expenses. 42 SECTION 8.4 Amendment 50 Section 8.8. 43 SECTION 8.5 Waiver 5043

Conditions of Merger. 64 Section 7.1. 7.1 Conditions to Obligation of Each Party to Effect the Merger 47 64 Section 7.2 Conditions to Obligations of Parent and Merger Sub 65 Section 7.3 Conditions to Obligations of the Company 65 Section 7.4 Frustration of Closing Conditions 66 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER TERMINATION 66 Section 8.1. 8.1 Termination by Mutual Agreement 47 66 Section 8.2. Termination by Either Parent or the Company 47 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. 8.2 Effect of Termination 49 68 Section 8.6. 8.3 Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 5071

Conditions of Merger. Section 7.1. 7.1 Conditions to Obligation Obligations of Each Party to Effect the Merger 47 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 55 Section 8.1. Termination by Mutual Agreement 47 7.2 Conditions to Obligations of Parent and Merger Sub 55 Section 8.2. Termination by Either Parent or 7.3 Conditions to Obligations of the Company 47 57 Section 8.3. Termination by the Company 48 Section 8.4. Termination by Parent 48 Section 8.5. Effect 7.4 Frustration of Termination 49 Section 8.6. Expenses 50 Section 8.7. Amendment 50 Section 8.8. Waiver 50Closing Conditions 57 ARTICLE VIII