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 59 TABLE OF CONTENTS (continued) Page ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1. Termination by Mutual Agreement 60 SECTION 8.2. Termination by Either Parent or the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.5. Effect of Termination 62 SECTION 8.6. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 64

Conditions of Merger. SECTION 7.16.1. 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 59 TABLE OF CONTENTS (continued) Page 47 SECTION 6.3. Additional Conditions to Obligations of Merger Sub to Effect the Merger 47 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER SECTION 8.17.1. Termination by Mutual Agreement 60 49 SECTION 8.2. Termination by Either Parent or the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.57.2. Effect of Termination 62 SECTION 8.6. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 6451 ARTICLE VIII

Conditions of Merger. SECTION 7.1. Section 6.1 Conditions to Each Party's Obligation to Effect the Merger 47 Section 6.2 Additional Conditions to Obligation of Each Party the Company to Effect the Merger 59 TABLE OF CONTENTS (continued) Page 47 Section 6.3 Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 48 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1. Termination by Mutual Agreement 60 SECTION 8.2. Termination by Either Parent or the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.5. Effect of Termination 62 SECTION 8.6. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 64WAIVER

Conditions of Merger. SECTION 7.1. Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger 47 Section 6.2 Additional Conditions to Obligation of Each Party the Company to Effect the Merger 59 TABLE OF CONTENTS (continued) Page 47 Section 6.3 Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 48 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1. Termination by Mutual Agreement 60 SECTION 8.2. Termination by Either Parent or the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.5. Effect of Termination 62 SECTION 8.6. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 64WAIVER

Conditions of Merger. SECTION 7.1Section 6.1. Conditions to Each Party's Obligation to Effect the Merger 50 Section 6.2. Additional Conditions to Obligation of Each Party the Company to Effect the Merger 59 TABLE OF CONTENTS (continued) Page 51 Section 6.3. Additional Conditions to Obligations of Parent and Merger Sub to Effect the Merger 51 ARTICLE VIII VII TERMINATION, AMENDMENT AND WAIVER SECTION 8.1Section 7.1. Termination by Mutual Agreement 60 SECTION 8.2. Termination by Either Parent or the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.553 Section 7.2. Effect of Termination 62 SECTION 8.655 Section 7.3. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 64Termination Fee Payable in Certain Circumstances 55 ARTICLE VIII

Conditions of Merger. SECTION 7.17.01. Conditions to Obligation of Each Party to Effect the Merger 59 TABLE OF CONTENTS (continued) Page ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.17.02. Termination by Mutual Agreement 60 Additional Conditions to Obligations of Associated SECTION 8.27.03. Termination by Either Parent or Additional Conditions to Obligations of the Company 60 SECTION 8.3. Termination by the Company 60 SECTION 8.4. Termination by Parent 61 SECTION 8.5. Effect of Termination 62 SECTION 8.6. Expenses 63 SECTION 8.7. Amendment 63 SECTION 8.8. Waiver 64ARTICLE VIII