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

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All obligations of the Company under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent: (a) Performance of Obligations; Representations and Warranties. Acquisition and Lucent shall have performed 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 them prior to or at the Closing. Each of the representations and warranties of Acquisition and Lucent contained in Section 3 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 material respects, in each case, on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing except for changes permitted by this Agreement and except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date. The Company shall have received certificates dated the Closing Date and signed by the President or a Vice-President of Acquisition and an authorized signatory of Lucent, certifying that the conditions specified in this Section 6.3(a) have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All The obligations of the Company under this Agreement are to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent: (a) : Performance of Obligations; Representations and Warranties. Acquisition Parent and Lucent 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 them prior to or at the Closing. Each of the representations and warranties of Acquisition Parent and Lucent Merger Sub contained in Section 3 Articles III and IV of this Agreement to the extent it (A) which is not 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 materiality shall be true and correct in all material respectsrespects and (B) which is qualified by materiality shall be true and correct, in each case, on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing except for changes permitted by this Agreement and except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date. The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or a Senior Vice-President of Acquisition and an authorized signatory of LucentParent, certifying that the conditions specified in this Section 6.3(a) have been satisfied. Escrow Agreement. Parent and Merger Sub shall have executed and delivered the Escrow Agreement.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All obligations of the Company under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent: (a) Performance of Obligations; Representations and Warranties. Acquisition . (i) Martek and Lucent 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 them prior to or at the Closing. Each of the representations and warranties of Acquisition Martek and Lucent Merger Sub contained in Section 3 Articles III and IV 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 material respects, in each case, on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date except for changes permitted by this Agreement and except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date. The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or a Senior Vice-President of Acquisition and an authorized signatory of LucentMartek, certifying that the conditions specified in this Section 6.3(a) have been satisfied; and (ii) There shall have been no changes that have had or are reasonably likely to have a Martek Material Adverse Effect since the date of this Agreement, except for changes contemplated by this Agreement.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All obligations of the Company under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent: : -38- 44 (a) Performance of Obligations; Representations and Warranties. Acquisition and Lucent shall have performed 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 them prior to or at the Closing. Each of the representations and warranties of Acquisition and Lucent contained in Section 3 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 material respects, in each case, on and as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing Closing, except for changes permitted by this Agreement and except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be as of such earlier date. The Company shall have received certificates dated the Closing Date and signed by the President or a Vice-President of Acquisition and an authorized signatory of Lucent, certifying that the conditions specified in this Section 6.3(a) have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All The obligations of the Company under this Agreement are to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions condition precedent: (a) Performance of Obligations: PERFORMANCE OF OBLIGATIONS; Representations REPRESENTATIONS AND WARRANTIES. Parent and Warranties. Acquisition and Lucent 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 them it prior to or at the Closing. Each of the Parent's representations and warranties of Acquisition and Lucent contained in Section 3 ARTICLES III AND IV 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 material respects, in each case, on and respects as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing except for changes permitted by this Agreement and except that any such representation and warranty which is itself qualified as to the extent materiality shall not be deemed so qualified for purposes of this condition and any representation and warranty that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties addresses matters only as of a certain date shall be true and correct as of such earlier that certain date. The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or a an Executive Vice-President of Acquisition and an authorized signatory of LucentParent, certifying that the conditions condition specified in this Section 6.3(a) SECTION 6.3 have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All ------------------------------------------------- obligations of the Company under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions additional condition precedent: (a) Performance of Obligations; Representations and Warranties. : Acquisition and Lucent Parent shall have performed 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 them prior to or at the Closing, except that Acquisition and Parent shall have performed and complied in all respects with any such agreement or condition which contains a materiality qualification. Each of the representations and warranties of Acquisition and Lucent Parent contained in Section 3 of this Agreement to the extent it is qualified by Material Adverse Effect shall be true and correct and each as 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 material respects, in each case, on date hereof and as of the Closing with the same effect as though such representations and warranties were if made on at and as of the Closing except for changes permitted by this Agreement and such time (except to the extent that such representations and warranties expressly relate to made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties shall to be so true and correct (without giving effect to any limitation as of such earlier dateto "materiality" or "Material Adverse Effect" set forth therein) does not have, and would not reasonably be expected to have a Material Adverse Effect on Parent, individually or in the aggregate. The Company shall have received certificates dated the Closing Date and signed by the President or a Vice-President of Acquisition and an authorized signatory of LucentParent, certifying that the conditions specified in this Section 6.3(a) have been satisfied.

CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS. All obligations of the Company under this Agreement are subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following additional conditions precedent: (a) Performance of Obligations; Representations and Warranties. Acquisition and Lucent shall have performed 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 them prior to or at the Closing. Each of the representations and warranties of Acquisition and Lucent contained in Section 3 of this Agreement to the extent it is qualified by Material Adverse Effect shall be true and correct and each as 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 material respects, in each case, on date hereof and as of the Closing with the same effect as though such representations and warranties were if made on at and as of the Closing except for changes permitted by this Agreement and such time (except to the extent that such representations and warranties expressly relate to made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties shall to be so true and correct (without giving effect to any limitation as of such earlier dateto "materiality" or "Material Adverse Effect" set forth therein) does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Lucent. The Company shall have received certificates dated the Closing Date and signed by the President or a Vice-President of Acquisition and an authorized signatory of Lucent, certifying that the conditions specified in this Section 6.3(a) have been satisfied.