Common use of Conditions to Obligation of Company to Effect the Merger Clause in Contracts

Conditions to Obligation of Company to Effect the Merger. Unless waived by Company, the obligation of Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Subsidiary shall have performed, in all material respects, their agreements contained in this Agreement required to be performed on or prior to the Closing Date, and the representations and warranties of Parent and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of (i) the date made; and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date and to the extent the failure of such to be true and correct in all material respects on and as of the Closing Date is the result of actions expressly mandated by Section 7.4; (b) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no such consent, order, or approval shall have any terms which, in the reasonable judgment of Company, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value of the Merger to the shareholders of the Company, and no governmental authority shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the shareholders of the Company;

Conditions to Obligation of Company to Effect the Merger. Unless waived by Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditionsconditions that: (a) Parent and Subsidiary There shall have performedbeen no intentional or willful non-performance, in all any material respectsrespect, their by the Purchaser of its agreements contained in this Agreement required to be performed on or prior to the Closing Date nor shall there have been, in any material respect, any willfully or intentionally untrue representation or warranty of the Purchaser contained in this Agreement or in any document delivered in connection herewith. (b) The Purchaser shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date, and the representations and warranties of Parent and Subsidiary the Purchaser contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of (i) the date made; and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date and to the extent the failure of such to be true and correct in all material respects on and as of the Closing Date is Date, except (i) for changes specifically permitted by this Agreement (ii) for non-performance or breaches which, separately or in the result of actions expressly mandated by Section 7.4; (b) All governmental consentsaggregate, orders, and approvals legally required for would not have a Material Adverse Effect on the consummation Company or on the ability of the Merger and parties to consummate the transactions contemplated hereby by this Agreement and (iii) that those representations and warranties which address matters only as of a particular date shall remain true and correct, in all material respects, as of such date, and (c) The Company shall have been obtained and be in effect at received a certificate of the President or a Vice President of the Purchaser, dated the Closing Date, and no such consent, order, or approval shall have any terms which, in certifying to the reasonable judgment of Company, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value effect of the Merger to the shareholders of the Company, preceding clauses (a) and no governmental authority shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the shareholders of the Company;(b).

Conditions to Obligation of Company to Effect the Merger. Unless waived by Company, the The obligation of the Company to effect the Merger shall will be subject to the fulfillment at or prior to the Closing Date Effective Time of the following additional conditions: (ai) Parent The representations and Subsidiary shall have performed, in all material respects, their agreements warranties of LLC contained in this Agreement required to be performed on or prior to shall have been true and correct in all material respects as of the Closing Date, date hereof and (ii) the representations and warranties of Parent LLC and Subsidiary Newco contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and (but without regard to any materiality qualifications or references to material adverse effect contained in any specific representation or warranty) as of the Closing Date, except (iA) the date made; for changes specifically permitted by this Agreement and (iiB) except in the case of that those representations and warranties expressly made solely with reference to which address matters only as of a particular date and to the extent the failure of such to be shall remain true and correct in all material respects on and as of the Closing Date is the result of actions expressly mandated by Section 7.4;such date. (b) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby LLC shall have been obtained performed or complied with all agreements and conditions contained in this Agreement required to be in effect at performed or complied with by it on or prior to the Effective Time. (c) LLC shall have delivered to the Company a certificate, dated the Closing Date, signed by the President of LLC, certifying as to the fulfillment of the conditions specified in Section 7.2(a) and no such consent, order, or approval (b). (d) LLC shall have any terms whichdelivered to the Company a certificate, dated the Closing Date, signed by the President of LLC, certifying that, to its knowledge, the conditions specified in Section 7.3(a) have been fulfilled; provided, however, that if the reasonable judgment Company is unable to deliver to LLC its certificate required by Section 7.3(c) as to the fulfillment of Companythe conditions specified in Section 7.3(a), when taken together then the Company shall not be able to fail to effect the Merger because LLC has failed to deliver the certificate required by this Section 7.2(d). (e) LLC shall have obtained all material consents, waivers, approvals, authorizations or orders and made all filings required in connection with the terms authorization, execution and delivery of all such consents, orders, or approvals, would materially impair this Agreement by LLC and the value consummation by it of the Merger to the shareholders of the Companytransactions contemplated hereby, and no governmental authority all applicable notice periods shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the shareholders of the Company;expired.

Conditions to Obligation of Company to Effect the Merger. Unless waived by Company, the The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Subsidiary Each of the Purchasers shall have performed, performed in all material respects, their respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, and the respective representations and warranties of Parent and Subsidiary the Purchasers contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of (i) the date made; and (ii) except in the case of representations and warranties expressly made solely with reference to a particular date and to the extent the failure of such to be true and correct in all material respects on and as of the Closing Date is Date, except (i) for changes specifically permitted by this Agreement or otherwise accepted in writing by the result Company, (ii) for non-performance or breaches which, separately or in the aggregate, would not have a Material Adverse Effect on Marketing or Acquisition Sub or on the ability of actions expressly mandated the parties to consummate the transactions contemplated by Section 7.4;this Agreement and (iii) that those representations and warranties which address matters only as of a particular date shall remain true and correct, in all material respects, as of such date. (b) All governmental consents, orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby There shall not have been obtained and be in effect at the Closing Date, and no such consent, orderany action taken, or approval shall have any terms which, in the reasonable judgment of Company, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value of the Merger to the shareholders of the Company, and no governmental authority shall have promulgated any statute, rule, regulation, order, judgment or regulation whichdecree proposed, when taken together enacted, promulgated, entered, issued, or enforced by any Governmental Entity, and there shall be no action, suit or proceeding pending (with all such promulgationsa reasonable likelihood of success), would materially impair which (i) makes this Agreement, the value Merger, or any of the other transactions contemplated by this Agreement illegal or imposes or may impose material damages or penalties in connection therewith, or (ii) otherwise prohibits, restricts, or delays consummation of the Merger to the shareholders or any of the Company;other transactions contemplated by this Agreement in any material respect.

Conditions to Obligation of Company to Effect the Merger. Unless waived by Company, the The -------------------------------------------------------- obligation of the Company to effect the Merger shall will be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (ai) Parent The representations and Subsidiary shall have performed, in all material respects, their agreements warranties of Newco contained in this Agreement required to be performed on or prior to shall have been true and correct in all material respects as of the Closing Date, date hereof and (ii) the representations and warranties of Parent and Subsidiary Newco contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects on and as of the Closing Date, except (iA) the date made; for changes specifically permitted by this Agreement and (iiB) except in the case of that those representations and warranties expressly made solely with reference to which address matters only as of a particular date and to the extent the failure of such to be shall remain true and correct in all material respects on and as of the Closing Date is the result of actions expressly mandated by Section 7.4;such date. (b) All governmental Newco shall have performed or complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it on or prior to the Closing Date. (c) Newco shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President or any Vice President of Newco, certifying as to the fulfillment of the conditions specified in Section 7.2(a) and (b). (d) Newco shall have obtained all material consents, orderswaivers, approvals, authorizations or orders and approvals legally made all filings required for in connection with the authorization, execution and delivery of this Agreement by Newco and the consummation by each of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no such consent, order, or approval shall have any terms which, in the reasonable judgment of Company, when taken together with the terms of all such consents, orders, or approvals, would materially impair the value of the Merger to the shareholders of the Company, and no governmental authority shall have promulgated any statute, rule, or regulation which, when taken together with all such promulgations, would materially impair the value of the Merger to the shareholders of the Company;hereby.