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

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement shall have been adopted by the Required Company Vote; (b) Any waiting period applicable to the Merger under the HSR Act shall have expired or early termination thereof shall have been granted; and (c) No order or injunction that prohibits the consummation of the Merger shall have been issued by any Governmental Entity against Parent, Merger Sub or the Company and continue to be in effect and no Governmental Entity shall have instituted a proceeding seeking any such order or injunction, which proceeding is pending, and no Governmental Entity shall have threatened to institute a proceeding seeking any such order or injunction and not withdrawn such threat.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or and all of which may be waived in whole or in part by Parent, Merger Sub and the party being benefited therebyCompany, as the case may be, to the extent permitted by applicable Law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement Company Stockholder Approval shall have been adopted by the Required Company Voteobtained; (b) Any waiting period applicable to the Merger under the HSR Act shall have expired or early termination thereof No Law shall have been grantedenacted or promulgated after the date of this Agreement which prohibits the consummation of the Merger or the other transactions contemplated by this Agreement, and there shall be no Order issued by a Governmental Entity of competent jurisdiction in effect prohibiting consummation of the Merger or the other transactions contemplated by this Agreement; and (c) No order or injunction that prohibits Any waiting period under the consummation of HSR Act applicable to the Merger shall have expired or have been issued by any Governmental Entity against Parent, Merger Sub or the Company and continue to be in effect and no Governmental Entity shall have instituted a proceeding seeking any such order or injunction, which proceeding is pending, and no Governmental Entity shall have threatened to institute a proceeding seeking any such order or injunction and not withdrawn such threatterminated.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the fulfillment at satisfaction or waiver on or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement No Legal Requirements shall have been adopted promulgated, enacted, entered or enforced, and no other action shall have been taken, by any court or Governmental Entity that has the Required Company Voteeffect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger; (b) Any waiting period applicable to the Merger under the HSR Act shall have expired or early termination thereof have been terminated and all approvals of and consents to the Merger required under applicable foreign antitrust or competition laws shall have been grantedobtained and be in full force and effect; and (ci) No order all consents, authorizations, orders and approvals of (or injunction that prohibits filings or registrations with) any Governmental Entity required in connection with the consummation execution, delivery and performance of the Merger this Agreement shall have been issued by obtained or made (as the case may be), except for filings in connection with the Merger and any Governmental Entity against Parent, Merger Sub or the Company and continue other documents required to be in effect filed after the Effective Time and (ii) such consents, authorizations, orders and approvals shall be subject to no Governmental Entity shall have instituted a proceeding seeking any such order or injunction, which proceeding is pending, and no Governmental Entity shall have threatened to institute a proceeding seeking any such order or injunction and not withdrawn such threatmaterial conditions.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to consummate effect the transactions contemplated by this Agreement Merger are subject to the fulfillment satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) The agreement of merger (within the meaning of Section 251 of the DGCL) contained within this Agreement shall have been adopted by the Required Company Vote; (b) Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired been terminated or early termination thereof shall have expired, and there shall not be pending or overtly threatened any action by a Governmental Entity to restrain or enjoin the Merger or any of the other Transactions pursuant to the HSR Act; (b) No statute, rule, regulation, executive order, decree, ruling or injunction (other than as described in Section 5.1(a)) shall have been grantedenacted, entered, promulgated or enforced by any Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Merger; and (c) No order Any notices to, approvals from or injunction that prohibits other requirements of any Governmental Entity necessary to consummate the consummation Transactions and to operate the businesses of the Merger Company and its subsidiaries after the Effective Time in all material respects as they were operated prior thereto (other than as described in Section 5.1(a)) shall have been issued by any Governmental Entity against Parentgiven, Merger Sub obtained or the Company and continue to be in effect and no Governmental Entity shall have instituted a proceeding seeking any such order or injunctioncomplied with, which proceeding is pending, and no Governmental Entity shall have threatened to institute a proceeding seeking any such order or injunction and not withdrawn such threatas applicable.