Conditions to Obligation of Holdings to Effect the Holdings Merger. The obligation of Holdings to effect the Holdings Merger shall be subject to the satisfaction by Laser or waiver by Holdings or Parent Holdings, to the extent permitted by Law, at or prior to the Holdings Effective Time of the following additional conditions:
Conditions to Obligation of Holdings to Effect the Holdings Merger. The obligation of Holdings to effect the Holdings Merger shall be subject to the satisfaction by Laser or waiver by Holdings or Parent Holdings, to the extent permitted by Law, at or prior to the Holdings Effective Time of the following additional conditions: (a) The representations and warranties of Laser in this Agreement and the Company Merger Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Laser in this Agreement and the Company Merger Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof, and, except to the extent such representations and warranties refer to a specific date, as of the Closing Date as though made on the Closing Date; provided, however, that this condition shall be deemed satisfied unless the failure or failures of such representations and warranties to be so true and correct (disregarding for this purpose all qualifications in such representations and warranties relating to materiality or knowledge), in the aggregate, would have a Laser Material Adverse Effect. (b) Laser shall have performed in all material respects all obligations required to be performed by it under this Agreement or under the Company Merger Agreement at or prior to the Closing Date. (c) Except as disclosed in the Filed Laser SEC Reports, since the date of the most recent audited financial statements included in the Filed Laser SEC Reports, there shall not have been any event, change or development which individually or in the aggregate has had or reasonably would be expected to have a Laser Material Adverse Effect or would impair the ability of Laser to consummate the transactions contemplated by this Agreement or to satisfy its obligations hereunder. (d) The Registration Rights Agreement shall have been duly executed and delivered by each of the parties thereto. Section 8.3
