Common use of Conditions to Each Party Clause in Contracts

Conditions to Each Party. s Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to consummate the Merger are ------ subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions: (a) if required by applicable law, this Agreement shall have been approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with applicable law; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired; (c) Merger Subsidiary shall have purchased Shares tendered pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Subsidiary's obligations to effect the Merger if Merger Subsidiary shall have failed to purchase Shares pursuant to the Offer or, if applicable, pursuant to the exercise of the Option, in breach of its obligations under this Agreement; and (d) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger.