Common use of Conditions to Each Party’s Obligation to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) If required by law, the Company shall have obtained the Company Stockholder Approval. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by all parties) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other tribunal of competent jurisdiction or other legal restraint or prohibition preventing which prohibits the consummation of the Merger shall have been entered and shall continue to be in effect. (c) The FERC Approval, the MDPU Approval and the MPSC Approval shall have been obtained, the expiration or termination of the waiting and review periods (and any extensions thereof) under the HSR Act shall have occurred, there shall be no pending challenge by a Governmental Entity seeking to prohibit the merger, (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”), and all such Requisite Regulatory Approvals shall be in full force and effect and final and nonappealable. (d) Purchaser The Series B Units to be issued in the Merger shall have previously accepted been approved for payment and paid for listing on the shares NYSE, subject to official notice of Common Stock tendered and not withdrawn pursuant to the Offerissuance. (e) In the event that Section 1.3 applies, the representations and warranties The Form S-4 shall have been declared effective by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true SEC under the Securities Act and correct in all respects as no stop order suspending the effectiveness of the date of this Agreement Form S-4 shall have been issued by the SEC and at no proceedings for that purpose shall have been initiated or threatened by the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction or fulfillment (or, to the extent permitted by Law, waiver on by all parties) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the Company shall have obtained Each of the Company Stockholder ApprovalApproval and Parent Stockholder Approvals shall have been obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, order or preliminary or permanent injunction or other order issued by any court of competent jurisdiction shall be in effect that prohibits or other legal restraint or prohibition preventing prevents the consummation of the Merger (provided, that prior to asserting this condition, the party asserting this condition shall have used its reasonable best efforts to prevent the entry of any such order or injunction and to appeal as promptly as practicable any order or injunction that may be in effectentered). (c) Any applicable waiting period under the HSR Act shall have expired or been earlier terminated. (d) Purchaser The shares of Parent Common Stock to be issued in the Merger and such other shares of Parent Common Stock to be reserved for issuance in connection with the Merger shall have previously accepted been approved for payment and paid for listing on the shares NYSE, subject to official notice of Common Stock tendered and not withdrawn pursuant to the Offerissuance. (e) In the event that Section 1.3 applies, the representations and warranties The Form S-4 shall have been declared effective by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true SEC under the Securities Act and correct in all respects as no stop order suspending the effectiveness of the date of this Agreement Form S-4 shall have been issued by the SEC and at no proceedings for that purpose shall have been initiated by the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction or waiver on fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Bidder Stockholder Approval shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or madeobtained. (c) All of the conditions to the effectiveness of the Dexter Merger shall have been satisfied or waived in accordance with the terms of the Dexter Merger Agreement and the Dexter Merger shall be effective simultaneously with the Effective Time. The condition set forth in this paragraph (c) shall not be waivable by either party. (d) No temporary restraining statute, rule, regulation, executive order, preliminary decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order issued enforced by any court of competent jurisdiction or other legal restraint or prohibition preventing Governmental Entity which prohibits the consummation of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment substantially on the terms contemplated hereby; provided that the party seeking to rely upon this condition has fully complied with and paid for the shares of Common Stock tendered and not withdrawn performed its obligations pursuant to the OfferSection 4.3. (e) In The applicable waiting period under the event that Section 1.3 appliesHSR Act shall have expired or been terminated. (f) The shares of Bidder Common Stock to be issued in the Merger shall have been approved for quotation on the Nasdaq National Market, subject to official notice of issuance. (g) The Registration Statement shall have become effective in accordance with the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as provisions of the date of this Agreement Securities Act and at the Effective Time, except where the failure of no stop order suspending such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, effectiveness shall have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of been issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct remain in all respectseffect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on to the extent legally permissible, waiver) at or prior to the Closing Date Effective Time of the following conditions: (a) If The Company Stockholder Approval shall have been obtained in the manner required by law, the Company shall have obtained the Company Stockholder Approval.applicable laws; (b) The Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act, if anyapplicable, shall have expired or been terminated or the Company and Acquiring Entities shall have expired. Any consents, approvals and filings mutually concluded that no filing under any foreign antitrust law, the absence of which would prohibit HSR Act is required with respect to the consummation of Merger, shall have been obtained or made.transactions contemplated hereby; (c) No temporary restraining The consummation of the Merger shall not be restrained, enjoined or prohibited by any order, preliminary or permanent judgment, decree, injunction or other order issued by any ruling of a court of competent jurisdiction or other legal restraint or prohibition preventing the consummation provision of the Merger shall be in effect.applicable law; (d) Purchaser The Form S-4 Registration Statement shall have previously accepted for payment become effective under the Securities Act and paid for shall not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to the registration and qualification of the shares of Parent Common Stock tendered and not withdrawn pursuant to following the OfferMerger shall have been complied with. (e) In The shares of Parent Common Stock to be issued in connection with the event that Section 1.3 applies, Merger (i) shall have been validly registered under the representations Securities Act and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(eii) shall be read listed for trading on the NYSE. (f) The Company shall have received the opinion of a nationally recognized law firm selected by the Company, dated the Closing Date, to the effect that the Merger will be treated for federal income tax purposes as though none a reorganization within the meaning of them contained any Material Adverse Effect or other materiality qualificationsSection 368(a) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsCode.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by all parties) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court or other tribunal of competent jurisdiction or other legal restraint or prohibition preventing which prohibits the consummation of the Merger shall have been entered and shall continue to be in effect. (c) The FERC Approval, the MDPU Approval and the MPSC Approval shall have been obtained, the expiration or termination of the waiting and review periods (and any extensions thereof) under the HSR Act shall have occurred, there shall be no pending challenge by a Governmental Entity seeking to prohibit the merger, (all such permits, approvals, filings and consents and the lapse of such waiting period being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect and final and nonappealable. (d) Purchaser The Common Units to be issued in the Merger shall have previously accepted been approved for payment and paid for listing on the shares NYSE, subject to official notice of Common Stock tendered and not withdrawn pursuant to the Offerissuance. (e) In the event that Section 1.3 applies, the representations and warranties The Form S-4 shall have been declared effective by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true SEC under the Securities Act and correct in all respects as no stop order suspending the effectiveness of the date of this Agreement Form S-4 shall have been issued by the SEC and at no proceedings for that purpose shall have been initiated or threatened by the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is are subject to the satisfaction fulfillment (or waiver on by Firstbank and Mercantile) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, 6.1.1 The Firstbank Shareholder Approval and the Company shall have obtained the Company Stockholder Approval. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Mercantile Shareholder Approval shall have been terminated or obtained. 6.1.2 Firstbank and Mercantile shall have received all regulatory approvals required in connection with the transactions contemplated by this Plan of Merger, all applicable notice periods and waiting periods shall have expired. Any consents, and all such regulatory approvals and filings under shall be in effect; provided, that no such regulatory approvals shall contain any foreign antitrust lawnon-standard conditions, restrictions or requirements that would, after the absence Effective Time, have, or be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation (after giving effect to the Merger) in the reasonable opinion of which would prohibit the consummation of Merger, shall have been obtained Firstbank or madeMercantile. (c) 6.1.3 No temporary restraining order, preliminary provision of any applicable Law making illegal or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing otherwise prohibiting the consummation of the Merger shall be in effect and no temporary, preliminary or permanent restraining Order preventing the consummation of the Merger will be in effect. (d) Purchaser 6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the Merger. 6.1.5 The Registration Statement shall have previously accepted become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for payment and paid for that purpose shall have been commenced or threatened by the SEC. 6.1.6 The shares of Mercantile Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respectsissued as Merger Consideration shall have been authorized for listing on NASDAQ, individually or in the aggregate, have not had and would not reasonably be expected subject to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number official notice of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits the consummation of the Merger or any related transaction. (c) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened by the SEC. (d) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (e) All waiting period (and any extension thereof) periods applicable to the Merger under the HSR Act, if anyincluding any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or madeterminated. (cf) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (d) Purchaser Sub shall have previously accepted for payment and paid for obtained the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties necessary qualifications required by the Company contained in this Agreement (which for purposes Bureau of this Section 7.1(e) shall be read as though none Ocean Energy Management and the Bureau of them contained any Material Adverse Effect Safety and Environmental Enforcement to hold or other materiality qualifications) shall be true operate Oil and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties Gas Interests in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number Gulf of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsMexico.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is are subject to the satisfaction fulfillment (or waiver on by Company and Purchaser) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the 6.1.1 The Company shall have obtained the Company Stockholder Approval. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Shareholder Approval shall have been terminated or obtained. 6.1.2 Company and Purchaser shall have received all regulatory approvals required in connection with the transactions contemplated by this Plan of Merger, all applicable notice periods and waiting periods shall have expired. Any consents, and all such regulatory approvals and filings under shall be in effect (the "Requisite Regulatory Approvals"); provided, that no such Requisite Regulatory Approvals shall contain any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or madeMaterially Burdensome Regulatory Condition. (c) 6.1.3 No temporary restraining order, preliminary provision of any applicable Law making illegal or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing otherwise prohibiting the consummation of the Merger shall be in effect and no temporary, preliminary or permanent restraining Order issued by a court or agency of competent jurisdiction preventing the consummation of the Merger or any other transaction contemplated by this Plan of Merger will be in effect. (d) Purchaser 6.1.4 Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the Merger. 6.1.5 The Registration Statement shall have previously become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been commenced or threatened by the SEC and not withdrawn. 6.1.6 The shares of Purchaser Common Stock to be issued as Merger Consideration shall have been accepted for payment and paid for listing on the shares Nasdaq stock exchange, subject to official notice of Common Stock tendered and not withdrawn pursuant to the Offerissuance. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Common Shareholder Approval and Parent Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) No Order of any Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits the consummation of the Merger. (c) The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC, unless subsequently withdrawn. (d) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (e) All waiting period (and any extension thereof) periods applicable to the Merger under the HSR Act, if anyincluding waiting periods for any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated or terminated. (f) Either (i) the Company Preferred Approval Event shall have expired. Any consents, approvals and filings under any foreign antitrust law, occurred or (ii) the absence of which would prohibit the consummation of Merger, Preferred Deposit shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued deposited with the Paying Agent as contemplated by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment Section 5.19 and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Preferred Stock is deemed to no longer be outstanding in accordance with the Company Stock Options shall be true and correct in all respectsPreferred Statement of Resolutions.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is shall be subject to the satisfaction or waiver on fulfillment at or prior to the Closing Date of the following conditions: (a) If required by law, the Company shall have obtained the Company Stockholder Approval. (b) The waiting period (This Agreement and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, approved by the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation holders of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company in accordance with the DGCL and Company Stock Options Company's Certificate of Incorporation. (b) The waiting period applicable to the Merger under the HSR Act shall have expired or been terminated. (c) No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or governmental regulatory or administrative agency or commission of competent jurisdiction which restrains, enjoins or otherwise prohibits the Merger shall be true in effect. In the event any such order, decree, ruling or other action shall have been issued, each party agrees to use commercially reasonable efforts to have any such order, decree, ruling or other action reversed and correct any such restraint or injunction lifted. (d) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding, or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing. (e) The Parent Common Stock to be issued to the Company stockholders in all respectsconnection with the Merger shall have been approved for listing on the Nasdaq National Market, subject only to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Merger. The ---------------------------------------------------------- respective obligation obligations of each party to effect the Merger is will be subject to the satisfaction or waiver on fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a) If required The Form S-4 will have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Form S-4 will have been issued by law, the Commission and remain in effect and all necessary approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to shareholders of Company shall in connection with the Merger will have obtained the Company Stockholder Approvalbeen obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any federal or state court in the United States of competent jurisdiction or other legal restraint or prohibition preventing which prevents the consummation of the Merger shall be will have been issued and remain in effecteffect (each party agreeing to use all commercially reasonable efforts to have any such injunction lifted). (dc) Purchaser shall have previously accepted for payment and paid for the shares of The Parent Common Stock tendered and not withdrawn pursuant to be issued to Company shareholders in connection with the OfferMerger will have been approved for listing on the American Stock Exchange ("AMEX"), subject only to official notice of issuance. (ei) In Stock Elections that would represent the event that right to receive no less than 3,000,000 shares of Parent Common Stock have been effectively made pursuant to Section 1.3 applies1.6, the representations and warranties by the (ii) Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects will have received a legal opinion ----------- from Akin, Gump, Strauss, Xxxxx & Xxxx, LLP dated as of the date of this Agreement and at the Effective Time, except where reasonably satisfactory to Company to the failure effect that on the basis of such certain facts, representations and warranties assumptions set forth in such opinions, the aggregate to be true and correct in all respects, individually or in Merger will constitute a reorganization within the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in meaning of Section 3.3 (Capital Structure368(a) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsCode.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger is are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) If required by law, the (i) The Company shall have obtained the Company Stockholder Approval; and (ii) Parent shall have obtained the Parent Stockholder Approval; provided, that if the Preferred Stock Alternative becomes effective pursuant to Section 6.20(a), this Section 7.1(a)(ii) shall be deemed satisfied. (b) The shares of Parent Common Stock and, if applicable, the Series CF Preferred Stock, to be issued in the Merger and such other shares to be reserved for issuance in connection with the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (c) The Foreign Competition Consents shall have been granted or deemed granted and all necessary waiting period (and any extension thereof) periods applicable to the Merger under any applicable Foreign Competition Laws necessary or advisable to the HSR Act, if any, Closing shall have expired or been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effectterminated. (d) Purchaser No Laws shall have previously accepted for payment been adopted or promulgated, and paid for no temporary, preliminary or permanent Order shall have been issued and remain in effect issued by a Governmental Entity of competent jurisdiction having the shares effect of Common Stock tendered and not withdrawn pursuant to making the OfferMerger illegal or otherwise prohibiting consummation of the Merger or the transactions contemplated by this Agreement (collectively, “Restraints”). (e) In the event that Section 1.3 applies, the representations and warranties The Form S-4 shall have been declared effective by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as SEC under the Securities Act. No stop order suspending the effectiveness of the date of this Agreement Form S-4 shall have been issued by the SEC and at no proceedings for that purpose shall have been initiated or threatened by the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsSEC.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction or waiver on fulfillment at or prior to the Closing Date Effective Time of the following conditions: (a1) If required by law, the The Company Shareholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b2) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Bidder Shareholder Approval shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, obtained. (3) All of the absence of which would prohibit conditions to the consummation of Merger, Life Technologies Merger shall have been obtained satisfied or madewaived in accordance with the terms of the Life Technologies Merger Agreement, and the Life Technologies Merger shall be effective simultaneously with the Effective Time. The condition set forth in this paragraph (c) shall not be waivable by either party. (c4) No temporary restraining statute, rule, regulation, executive order, preliminary decree, ruling or permanent injunction shall have been enacted, entered, promulgated or other order issued enforced by any court of competent jurisdiction or other legal restraint or prohibition preventing Governmental Entity which prohibits the consummation of the Merger substantially on the terms contemplated hereby; PROVIDED that the party seeking to rely upon this condition has fully complied with and performed its obligations pursuant to Section 4.3. (5) The applicable waiting period under the HSR Act shall have expired or been terminated. (6) The shares of Bidder Common Stock to be issued in the Merger shall have been approved for quotation on the Nasdaq National Market, subject to official notice of issuance. (7) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger is shall be subject to the satisfaction (or waiver waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) If required There shall not be any Proceeding pending by lawor before any Governmental Authority in which a Governmental Authority is a party, nor shall there be any Order or Law in effect that restrains, enjoins, prevents, prohibits or make illegal the Company shall have obtained consummation of the Company Stockholder Approval.Merger; (b) The waiting period Merger and each of the Parent Proposals (other than the Parent Proposals described in Section 7.5(e)(v)-(vii)) have been approved by the Parent Required Vote in accordance with the provisions of Parent’s Organizational Documents and any extension thereofthe DGCL; (c) applicable to the Merger under the HSR Act, if any, The Company Stockholder Approval shall have been terminated or obtained; (d) The Parent’s initial listing application in connection with the Transactions shall have expired. Any been approved by Nasdaq so that immediately following the Merger, Parent satisfies any applicable initial and continuing listing requirements of Nasdaq; (e) After giving effect to all redemptions of Parent Public Shares pursuant to the Offer, Parent shall have net tangible assets of at least $5,000,001 upon consummation of the Merger; (f) All consents, approvals and actions of, filings under with and notices to any foreign antitrust law, Governmental Authority required to consummate the absence of which would prohibit the consummation of Merger, Transactions shall have been obtained made or made.obtained; (cg) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing The Offer shall have been completed in accordance with the consummation of terms hereof and the Merger shall be in effect.Proxy Statement; and (dh) Purchaser The waiting period for the HSR Filing shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offerexpired or been terminated. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction or fulfillment (or, to the extent permitted by applicable Law, waiver on by Parent and the Company) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approval.been obtained; (b) The No injunction or similar order by any court of competent jurisdiction which prohibits the consummation of the Merger shall have been entered and shall continue to be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity that, in any case, prohibits or makes illegal or otherwise restrains the consummation of the Merger. (c) Any applicable waiting period under the HSR Act (and any extension thereof) applicable relating to the Merger under the HSR Act, if any, shall have expired or been earlier terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence Regulatory Approvals and Notices and the Insurance Regulatory Approvals and Notices specified on Section 6.1(c) of which would prohibit the consummation of Merger, Company Disclosure Schedules shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing as the consummation of the Merger shall be in effectcase may be. (d) Purchaser The Information Statement shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant been mailed to the Offer. Company’s stockholders entitled thereto in accordance with Section 5.4 at least twenty (e20) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as days prior to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsClosing Date.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approval.been obtained; (b) The No Order (whether temporary, preliminary or permanent) by any Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits the consummation of the Merger or any of the transactions contemplated hereby or by the Ancillary Agreements, including the Contribution or the IAC Share Issuance; (c) Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Act relating to the transactions contemplated by this Agreement or by the Ancillary Agreements shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect.; (d) Purchaser The Form S-4 shall have previously accepted been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for payment and paid for that purpose shall have been initiated or threatened by the shares of Common Stock tendered and not withdrawn pursuant to the Offer.SEC; and (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes The shares of this Section 7.1(e) shall NewCo Class A Common Stock to be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties issued in the aggregate Merger shall have been approved for listing on NASDAQ, subject to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number official notice of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsissuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is shall be subject to the satisfaction or waiver on fulfillment at or prior to the Closing Date of the following conditions: (a) If required by law, This Agreement and the Company shall have obtained the Company Stockholder Approval. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, transactions contemplated hereby shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, approved by the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation requisite vote of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as holders of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options Company. (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (c) Neither of the parties hereto shall be true subject to any order or injunction of a court of competent jurisdiction in the United States which prohibits the consummation of the transactions (d) The Registration Statement shall have become effective and correct shall be effective at the Effective Time, and no stop order suspending effectiveness of the Registration Statement shall have been issued, no action, suit, proceeding or investigation by the Commission to suspend the effectiveness thereof shall have been initiated and be continuing, and all material approvals under state securities laws relating to the issuance or trading of the Parent Common Stock to be issued to the Company stockholders in all respectsconnection with the Merger shall have been received. (e) The Parent Common Stock to be issued to the Company stockholders in connection with the Merger shall have been approved for listing on the Nasdaq National Market, subject only to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to effect the Merger is shall be subject to the satisfaction fulfillment (or waiver on by Parent and the Company) at or prior to the Closing Date Effective Time of only the following conditions: (a) If required by lawUnless the Merger is consummated pursuant to Section 253 of the DGCL, the Company Stockholder Approval shall have obtained been obtained, provided that this condition shall be deemed to have been satisfied if a failure to obtain the Company Stockholder ApprovalApproval is attributable to Parent failing to vote all of its respective Shares in favor of the Merger. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Act shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, no restrictive order or other requirements shall have been obtained placed on the Company, Parent, Merger Sub or madethe Surviving Corporation in connection therewith. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court Governmental Entity of competent jurisdiction shall have enacted, promulgated, issued or other legal restraint entered any Law which remains in effect and that enjoins or prohibition preventing the otherwise prohibits consummation of the Merger shall be in effect. (d) Purchaser shall have previously accepted for payment and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offer. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectMerger; provided, however, that prior to invoking this condition, each party shall use its reasonable best efforts to have any such Law vacated, including by satisfaction of such party’s obligations pursuant to Section 6.6. (d) Merger Sub shall have accepted for purchase the representations in Section 3.3 (Capital Structure) as Shares validly tendered and not properly withdrawn pursuant to the number of issued Offer in accordance with the terms hereof and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsthereof.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Party to effect the Merger is shall be subject to the satisfaction (or waiver waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) If required There shall not be any Proceeding pending by lawor before any Governmental Authority in which a Governmental Authority is a party, nor shall there be any Order or Law in effect that restrains, enjoins, prevents, prohibits or make illegal the Company shall have obtained consummation of the Company Stockholder Approval.Merger; (b) The waiting period Merger and each of the Parent Proposals (other than the Parent Proposals described in Section 7.4(e)(v)-(viii)) have been approved by the applicable Parent Required Vote in accordance with the provisions of Parent’s Organizational Documents and any extension thereofthe DGCL; (c) applicable to the Merger under the HSR Act, if any, The Company Stockholder Approval shall have been terminated or obtained; (d) The Parent’s initial listing application in connection with the Transactions shall have expired. Any been approved by Nasdaq so that immediately following the Merger, Parent satisfies any applicable initial and continuing listing requirements of Nasdaq; (e) After giving effect to all redemptions of Parent Public Shares pursuant to the Offer, Parent shall have net tangible assets of at least $5,000,001 upon consummation of the Merger; (f) All consents, approvals and actions of, filings under with and notices to any foreign antitrust law, Governmental Authority required to consummate the absence of which would prohibit the consummation of Merger, Transactions shall have been obtained made or made.obtained; and (cg) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (d) Purchaser The Offer shall have previously accepted for payment been completed in accordance with the terms hereof and paid for the shares of Common Stock tendered and not withdrawn pursuant to the OfferProxy Statement. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party Parent, Merger Sub and the Company to effect consummate the Merger is are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) If required by law, the The Company Stockholder Approval shall have obtained the Company Stockholder Approvalbeen obtained. (b) The waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, Parent Stockholder Approval shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or madeobtained. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition Order preventing the consummation of the Merger Acquisition shall be in effect. No Law shall have been enacted or shall be deemed applicable to the Merger which makes the consummation of the Merger illegal. (d) Purchaser Either (i) the Permit shall have previously accepted been issued by the California Commissioner and no stop order suspending the effectiveness of the Permit or any part thereof shall have been issued and no proceeding for payment that purpose, no similar proceeding in respect of the Permit shall have been initiated or threatened by the Department of Corporations of the State of California, and paid all requests for additional information on the part of the Department of Corporations of the State of California shall have been complied with to the reasonable satisfaction of the parties hereto or (ii) each of Parent and the Company shall have determined that the shares of Parent Common Stock tendered and not withdrawn to be issued in the Merger may be issued pursuant to another exemption from the Offer. (e) In the event that registration requirements of Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as 5 of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respectsSecurities Act.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation obligations of each party to this Agreement to effect the Merger is shall be subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (ai) If required by lawThis Agreement, the Company Related Agreements and the Merger shall have obtained been adopted and approved by the Required Company Stockholder ApprovalVote as evidenced by the written consents executed and delivered pursuant to the Majority Stockholder Written Consent Agreements; (ii) the Parent Voting Proposal shall have been approved at the Parent Stockholders’ Meeting by the Required Parent Stockholder Vote; (iii) the Certificate of Incorporation Amendment shall have been approved at the Parent Stockholders’ Meeting and filed with the Secretary of State of the State of Delaware to be effective as of the Closing; (iv) holders of thirty percent (30%) or more of the shares of Parent Common Stock issued in Parent’s initial public offering of securities and outstanding immediately before the Closing shall not have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Parent’s Amended and Restated Certificate of Incorporation (the “Cash Conversion Election”). (b) The Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act, if any, shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of Merger, shall have been obtained or made. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (d) Purchaser under applicable Antitrust Laws shall have previously accepted for payment expired or been terminated, and paid for the shares of Common Stock tendered and not withdrawn pursuant to the Offerall other necessary approvals under applicable Antitrust Laws shall have been obtained. (e) In the event that Section 1.3 applies, the representations and warranties by the Company contained in this Agreement (which for purposes of this Section 7.1(e) shall be read as though none of them contained any Material Adverse Effect or other materiality qualifications) shall be true and correct in all respects as of the date of this Agreement and at the Effective Time, except where the failure of such representations and warranties in the aggregate to be true and correct in all respects, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect; provided, however, that the representations in Section 3.3 (Capital Structure) as to the number of issued and outstanding shares of capital stock of the Company and Company Stock Options shall be true and correct in all respects.