Common use of Conditions Precedent to Obligation of the Company Clause in Contracts

Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the Transaction is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date of the following conditions: (a) the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on Parent’s and Merger Sub’s ability to consummate the Transaction (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and the Company shall have received a certificate, dated as of the Closing Date signed by an authorized officer of each of Parent and Merger Sub, to the foregoing effect; (b) Parent and Merger Sub shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Parent or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate, dated as of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub to the foregoing effect; and (c) Parent and Merger Sub shall have delivered or caused to be delivered the closing deliveries as provided in Section 3.2.

Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate issue and sell the Transaction Shares to the Purchaser is further subject to the satisfaction or waiver, in writing, on or prior to waiver by the Closing Date Company of the following conditionsconditions as of the Closing: (a) the representations and warranties of Parent and Merger Sub the Purchaser set forth in this Agreement Section 3.02 shall be true and correct as of in all respects (without giving effect to materiality or similar phrases in the Closing Date with the same force representations and effect as if made warranties) on and as of the Closing Date (other than those except to the extent such representations and warranties which address matters only as of a particular expressly relate to another date, in which case such representations and warranties shall have been be true and correct only in all respects (without giving effect to materiality or similar phrases in the representations and warranties) on and as of such particular other date), except in each case where the failure of such representations and warranties to be so true and correct would notcorrect, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent’s and Merger Subthe Purchaser’s ability to consummate enter into, or perform in any material respect its material obligations, under the Transaction Documents; (b) the Purchaser 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 it being understood that, for purposes of determining on or prior to the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and Closing Date; (c) the Company shall have received a certificate, dated as of the Closing Date signed by an authorized officer of each of Parent and Merger Sub, to the foregoing effect; (b) Parent and Merger Sub shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Parent or Merger Sub on or prior to the Closing Date, duly executed by an executive officer of the Purchaser on behalf of the Purchaser, certifying that the conditions specified in Section 2.05(a) and (b) have been satisfied; (d) the Company shall have received an original copy of the shareholder resolution signed by the requisite shareholders of Parent evidencing that the Parent Shareholder Approval has been obtained; (e) the Company shall have received a certificate, dated as duly completed and executed IRS Form W-8 or such other similar appropriate tax form on behalf of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub to the foregoing effectPurchaser; and (cf) Parent and Merger Sub the Purchaser shall have delivered or caused to be executed and delivered the closing deliveries as provided in Section 3.2Registration Rights Agreement to the Company.

Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Merger and otherwise consummate the Transaction is further transactions contemplated by this Agreement are subject to the satisfaction or waiversatisfaction, in writing, on at or prior to the Closing Date Closing, of the following conditions: (a) the : Accuracy of Representations. The representations and warranties of Parent and Merger Sub set forth contained in this Agreement shall be true and correct have been accurate in all material respects as of the Closing Date with the same force and effect as if made on and as date of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a material adverse effect on Parent’s and Merger Sub’s ability to consummate the Transaction this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), . The representations and the Company warranties of Parent and Merger Sub contained in this Agreement shall have received a certificate, dated be accurate in all respects as of the Closing Date signed by an authorized officer as if made on and as of each of Parent and Merger Sub, to the foregoing effect; (b) Parent and Merger Sub shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Parent or Merger Sub on or prior to the Closing Date, except that any inaccuracies in such representations and warranties will be disregarded if the Company circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and could not reasonably be expected to have, a Material Adverse Effect on Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all "Material Adverse Effect" qualifications and other materiality qualifications contained in such representations and warranties shall have received a certificate, dated as of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub to the foregoing effect; and (c) Parent and Merger Sub shall have delivered or caused to be delivered the closing deliveries as provided in Section 3.2disregarded.

Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the Transaction effect Merger I is further subject to the satisfaction or waiver, in writing, on or prior to the Closing Date Effective Time of the following conditions: (a) (i) the representations and warranties of Parent Parent, Merger Sub I and Merger Sub II set forth in this Agreement Article IV, other than the Parent Fundamental Representations, shall be true and correct in all respects (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and words of similar import set forth therein) as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other than those representations and warranties which address matters only as of a particular date, which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to be so true and correct would notnot have, individually or in the aggregate, have a Parent Material Adverse Effect, and (ii) the Parent Fundamental Representations, shall be true and correct in all material adverse respects (disregarding all qualifications or limitations as to “materiality,” “Parent Material Adverse Effect” and words of similar import set forth therein) as of the Closing Date with the same force and effect as if made on Parent’s and Merger Sub’s ability to consummate as of the Transaction Closing Date (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications contained in such than those representations and warranties which address matters only as of a particular date, which shall be disregarded), have been true and correct in all material respects only as of such particular date) and the Company shall have received a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date signed by an authorized officer of each of Parent and Merger SubDate, to the foregoing effect; (b) Parent Parent, Merger Sub I and Merger Sub II shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Parent Parent, Merger Sub I, or Merger Sub II on or prior to the Closing DateEffective Time, and the Company shall have received a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub Date, to the foregoing effect; and (c) no Parent Material Adverse Effect has occurred since the date hereof and Merger Sub shall have delivered or caused to be delivered the closing deliveries as provided in Section 3.2is continuing.

Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate the Transaction is further subject to the satisfaction or the Representative’s waiver, in writing, on or prior to the Closing Date of the following conditions: (a) (i) other than the representations and warranties of Parent Purchaser and Merger Sub set forth in Sections 5.1, 5.2, 5.5 and 5.6, the representations and warranties of Purchaser and Merger Sub set forth in this Agreement Agreement, the other Transaction Agreements and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified or limited as to “materiality” and words of similar import set forth therein) or in all material respects (in the case of any representation or warranty not qualified or limited as to “materiality” and words of similar import set forth therein) on and as of the date hereof and on and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date such date (other than those representations and warranties which that address matters only as of a particular specified date, which shall have been true and correct only as of such particular date)specified date in all respects, except in each case where and (ii) the failure of such representations and warranties to of Purchaser and Merger Sub set forth in Sections 5.1, 5.2 and 5.5 shall be so true and correct would not, individually or in all respects on and as of the aggregate, have a material adverse effect date hereof and on Parent’s and Merger Sub’s ability to consummate the Transaction (it being understood that, for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded), and the Company shall have received a certificate, dated as of the Closing Date signed by an authorized officer with the same force and effect as though made on and as of each such date (other than those representations and warranties that address matters only as of Parent a specified date, which shall have been true and Merger Sub, to the foregoing effectcorrect only as of such specified date in all respects); (b) Parent each of Purchaser and Merger Sub shall have performed and complied in all material respects with all agreements and covenants and agreements required by this Agreement to be performed or complied with by Parent Purchaser or Merger Sub on or prior to the Closing Date, and ; (c) Purchaser shall have delivered to the Company shall have received a certificate, certificate dated as of the Closing Date and signed by an authorized a senior executive officer of each the Company on behalf of Parent the Company confirming the conditions set forth in Sections 8.2(a) and Merger Sub to the foregoing effect8.2(b) have been satisfied; and (cd) Parent and Purchaser and/or Merger Sub Sub, as applicable, shall have delivered or caused to be delivered each of the closing deliveries as provided deliverables set forth in Section 3.23.3.

Conditions Precedent to Obligation of the Company. The obligation of the Company to consummate effect the Transaction Merger is further subject to the satisfaction (or waiverwaiver by the Company), in writing, on at or prior to the Closing Date Closing, of the following conditions, provided that if the Closing occurs, all Closing conditions set forth in this Section 7 (Conditions Precedent to Obligations of the Company) that have not been fully satisfied as of the Closing shall be deemed to have been waived by the Company: (a) the 7.1 Accuracy of Representations and Warranties The representations and warranties of Parent and Merger Sub set forth in this Agreement Section 3 (Representations and Warranties of Parent and Merger Sub) shall be true and correct as of the date hereof and as of the Closing Date with the same force and effect as if though made on and as of the Closing Date (other than those representations and warranties which address matters only except to the extent expressly made as of a particular an earlier date, in which shall have been true and correct only as of such particular date), except in each case where the failure of such representations and warranties to shall be so true and correct as of such earlier date), except where the failure of the representations and warranties of Parent or Merger Sub to be true and correct would notnot reasonably be expected to result, individually or in the aggregate, have in a material adverse 174046687 v20 effect on Parent’s and the ability of Parent or Merger Sub’s ability Sub to consummate the Transaction (it being understood thattransactions contemplated by this agreement; provided, however, that for purposes of determining the accuracy of such representations and warranties, all “material adverse effect” materiality and similar qualifications and other materiality qualifications contained in limiting the scope of such representations and warranties shall be disregarded), and the Company shall have received a certificate, dated as of the Closing Date signed by an authorized officer of each of Parent and Merger Sub, to the foregoing effect; (b) Parent and Merger Sub shall have performed in all material respects all covenants and agreements required by this Agreement to be performed by Parent or Merger Sub on or prior to the Closing Date, and the Company shall have received a certificate, dated as of the Closing Date and signed by an authorized officer of each of Parent and Merger Sub to the foregoing effect; and (c) Parent and Merger Sub shall have delivered or caused to be delivered the closing deliveries as provided in Section 3.2.