Common use of CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS Clause in Contracts

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The obligations of the Company to effect the Transaction shall be subject to the fulfillment or satisfaction, prior to or on the Effective Date, of the following conditions precedent: Performance of Obligations; Representations and Warranties. Parent and the Purchaser shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Effective Date. Each of the representations and warranties of Parent and Purchaser in each Section of ARTICLE IV of this Agreement shall be true and correct in all respects as of the Effective Date with the same effect as though such representations and warranties were made on and as of the Effective Date (provided that any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date), except for changes permitted by this Agreement and except where the failure of such representation and warranty to be true and correct in all respects would not have or would not be reasonably likely to result in a Parent Material Adverse Effect, provided that the Company shall have received a certificate dated the Effective Date and signed by the Executive Vice President and Chief Financial Officer of Parent, certifying that, the conditions specified in this Section 7.03 have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The obligations of the Company to effect the Transaction shall be subject to the fulfillment or satisfaction, prior to or on the Effective Date, of the following conditions precedent: Performance of Obligations; Representations and Warranties. Parent and the Purchaser shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Effective Date. Each of the representations and warranties of Parent and Purchaser in each Section of ARTICLE Article IV of this Agreement shall be true and correct in all respects as of the Effective Date with the same effect as though such representations and warranties were made on and as of the Effective Date (provided that any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date), except for changes permitted by this Agreement and except where the failure of such representation and warranty to be true and correct in all respects would not have or would not be reasonably likely to result in a Parent Material Adverse Effect, provided that the representation and warranty made in Section 4.05(c) shall be true and correct without qualification as to materiality. The Company shall have received a certificate dated the Effective Date and signed by the Executive Vice Chairman, President and Chief Financial Officer or a Vice-President of Parent, certifying that, the conditions specified in this Section 7.03 have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The All obligations of the Company to effect the Transaction shall be under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Effective Closing Date, of each of the following conditions precedent: -38- 44 (a) Performance of Obligations; Representations and Warranties. Parent Acquisition and the Purchaser Lucent shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it them prior to or at the Effective DateClosing. Each of the representations and warranties of Parent Acquisition and Purchaser Lucent contained in each Section of ARTICLE IV 4 of this Agreement to the extent it is qualified by Material Adverse Effect shall be true and correct and each of the representations and warranties of Acquisition and Lucent to the extent it is not so qualified by Material Adverse Effect shall be true and correct in all respects material respects, in each case, on and as of the Effective Date Closing with the same effect as though such representations and warranties were made on and as of the Effective Date (provided that any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date)Closing, except for changes permitted by this Agreement and except where to the failure extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such representation and warranty to be true and correct in all respects would not have or would not be reasonably likely to result in a Parent Material Adverse Effect, provided that the earlier date. The Company shall have received a certificate certificates dated the Effective Closing Date and signed by the Executive Vice President or a Vice-President of Acquisition and Chief Financial Officer an authorized signatory of ParentLucent, certifying that, that the conditions specified in this Section 7.03 6.3(a) have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The obligations of the Company to effect the Transaction Merger shall be subject to the fulfillment or satisfaction, prior to or on the Effective Closing Date, of each of the following conditions precedent: Performance of Obligations; Representations and Warranties. Parent and the Purchaser Merger Sub shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it them prior to or at the Effective DateClosing. Each of the representations and warranties of Parent and Purchaser Merger Sub contained in each Section of ARTICLE Articles III and IV of this Agreement (A) which is not qualified by materiality shall be true and correct in all material respects and (B) which is qualified by materiality shall be true and correct, in each case, on and as of the Effective Date Closing with the same effect as though such representations and warranties were made on and as of the Effective Date (provided that any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date), Closing except for changes permitted by this Agreement and except where to the failure extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such representation and warranty to be true and correct in all respects would not have or would not be reasonably likely to result in a Parent Material Adverse Effect, provided that the earlier date. The Company shall have received a certificate certificates dated the Effective Closing Date and signed by the Executive Vice Chairman, President and Chief Financial Officer or a Senior Vice-President of Parent, certifying that, that the conditions specified in this Section 7.03 6.3(a) have been satisfied.. Escrow Agreement. Parent and Merger Sub shall have executed and delivered the Escrow Agreement. ARTICLE VII

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. The obligations of the Company to effect the Transaction Merger shall be subject to the fulfillment or satisfaction, prior to or on the Effective Closing Date, of the following conditions condition precedent: Performance of ObligationsPERFORMANCE OF OBLIGATIONS; Representations and WarrantiesREPRESENTATIONS AND WARRANTIES. Parent and the Purchaser Merger Sub shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Effective DateClosing. Each of the Parent's representations and warranties of Parent and Purchaser contained in each Section of ARTICLE ARTICLES III AND IV of this Agreement shall be true and correct in all respects as of the Effective Date Closing with the same effect as though such representations and warranties were made on and as of the Effective Date (provided Closing except for changes permitted by this Agreement and except that any such representation and warranty which is itself qualified as to materiality shall not be deemed so qualified for purposes of this condition and any representation and warranty that addresses matters only as of a certain date shall be true and correct as of that certain date), except for changes permitted by this Agreement and except where the failure of such representation and warranty to be true and correct in all respects would not have or would not be reasonably likely to result in a Parent Material Adverse Effect, provided that the . The Company shall have received a certificate certificates dated the Effective Closing Date and signed by the Chairman, President or an Executive Vice Vice-President and Chief Financial Officer of Parent, certifying that, that the conditions condition specified in this Section 7.03 SECTION 6.3 have been satisfied.