Common use of Conditions to Company’s Obligations to Effect the Merger Clause in Contracts

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The representations of Parent and Sub contained in this Agreement, shall have been true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) when made and shall be true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) at and as of the Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect. (b) Parent and Sub shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect.

Conditions to Company’s Obligations to Effect the Merger. The obligations of Company to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of Parent and Sub contained in this Agreement, Agreement shall have been true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) when made and shall be true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) at and as of the Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect. (b) Parent and Sub shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect.

Conditions to Company’s Obligations to Effect the Merger. The -------------------------------------------------------- obligations of Company to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of Parent and Sub contained in this Agreement, Agreement shall have been true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) when made and shall be true and correct (in all material respects, in the case of representations and warranties not already qualified as to materiality by their terms) at and as of the Effective Time as though made on and as of such date (except (i) for changes specifically permitted by this Agreement and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date), and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect. (b) Parent and Sub shall have performed and complied with in all material respects their obligations under this Agreement to be performed or complied with on or prior to the Effective Time, and Company shall have received a certificate of the Chief Executive Officer or the President and Chief Operating Officer of Parent to the foregoing effect.