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 effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable law: (a) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the holders of the Shares, to the extent required pursuant to the requirements of the Certificate of Incorporation, the Bylaws of the Company, and the DGCL; (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the Merger; and (c) The Purchaser shall have purchased, or caused to be purchased, any Shares pursuant to the Offer.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable lawLaw: (a) The Merger and this Agreement Company Stockholder Approval shall have been approved and adopted by the requisite vote of the holders of the Sharesobtained, to the extent required pursuant to the requirements of the Certificate of Incorporation, Incorporation and the Bylaws of the Company, and the DGCL; (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the Merger; and (c) The Purchaser shall have purchased, or caused to be purchased, any the Shares pursuant to the Offer.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable lawLaw: (a) The Merger and this Agreement Company Stockholder Approval shall have been approved and adopted by the requisite vote of the holders of the Sharesobtained, to the extent required pursuant to the requirements of the Certificate of Incorporation, Incorporation and the Bylaws of the Company, and the DGCL; (b) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the Merger; and (c) The Purchaser shall have purchased, or caused to be purchased, any the Shares properly tendered (and not properly withdrawn) pursuant to the Offer.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable law: (a) The Merger and this Agreement and the Merger shall have been duly approved and adopted by the requisite vote stockholders of the Company entitled to vote thereon, including holders of the Shares, to the extent required pursuant to the requirements (i) two-thirds of the Certificate of Incorporation, the Bylaws issued and outstanding Preferred Stock and (ii) a majority of the Company, Common Stock and the DGCLPreferred Stock (on an as converted to Common Stock basis); (b) No no statute, rule rule, regulation, executive order, decree, ruling or regulation injunction (including, for the sake of clarity, any temporary restraining order or preliminary injunction) shall have been enacted enacted, entered, promulgated or promulgated enforced by any Governmental Entity which prohibits that prohibits, enjoins or materially restrains or restricts the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the Merger; and (c) The Purchaser any other governmental or regulatory notices or approvals required to have been given or obtained prior to the Effective Time with respect to the transactions contemplated hereby shall have purchased, been either filed or caused to be purchased, any Shares pursuant to the Offerreceived.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be are subject to the satisfaction on at or prior to the Closing Date of each Effective Time of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable law: (a) Purchaser shall have made, or caused to be made, the Offer and shall have purchased, or caused to be purchased, the Shares pursuant to the Offer; (b) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the holders of the Shares, to the extent required pursuant to the requirements of the Certificate of Incorporation, the Bylaws stockholders of the Company, and the DGCL; (b) No statute, rule or regulation shall have been enacted or promulgated if required by any Governmental Entity which prohibits the consummation of the Merger, and there shall be no order or injunction of a court of competent jurisdiction in effect prohibiting consummation of the MergerDelaware Law; and (c) The Purchaser No statute, rule, regulation, judgment, writ, decree, order or injunction shall have purchasedbeen promulgated, enacted, entered or caused to be purchasedenforced, and no other action shall have been taken, by any Shares pursuant Governmental Entity that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger. (d) Any waiting period applicable to the OfferMerger under the HSR Act shall have expired or have been terminated and all approvals of and consents to the Merger required under applicable foreign antitrust or competition laws shall have been obtained and be in full force and effect.