Conditions to Obligation of Amira to Effect the Merger. If at any time after Integ exercises the Option until the close of the Merger there is any suit, action or proceeding pending against Integ or any of its subsidiaries that individually or in the aggregate could reasonably be expected to have a material adverse effect on Integ and to which Amira is not a party, Amira shall at its sole discretion have the option to not effect the Merger. In such case, Amira also shall have the option to pay the Merger Consideration to Integ and to receive an assignment of any of Integ's intellectual property or other assets identified by Amira.
