Conditions to Obligation of Laser to Effect the Holdings Merger. The obligation of Laser to effect the Holdings Merger shall be subject to the satisfaction by Holdings and Parent Holdings or waiver by Laser, to the extent permitted by Law, at or prior to the Holdings Effective Time of the following additional conditions, unless:
Conditions to Obligation of Laser to Effect the Holdings Merger. The obligation of Laser to effect the Holdings Merger shall be subject to the satisfaction by Holdings and Parent Holdings or waiver by Laser, to the extent permitted by Law, at or prior to the Holdings Effective Time of the following additional conditions, unless: (a) The representations and warranties of Holdings and Parent Holdings in this Agreement and the representations of the Company in the Company Merger Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of Holdings and Parent Holdings in this Agreement and the representations of the Company in the Company Merger Agreement 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 at and as of 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 Holdings Material Adverse Effect or Company Material Adverse Effect (as defined in the Company Merger Agreement), as the case may be. (b) Parent Holdings and Holdings shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. (c) The Company shall have performed in all material respects those obligations required to be performed by it under the Company Merger Agreement on or prior to the Closing Date. (d) Up to six (6) individuals designated by Laser (the "Laser Designees") shall have been duly elected members of the Board of Directors of the Company and all other members of such Board shall have resigned, all effective as of the later of (i) the Closing and (ii) the eleventh (11th) day following the date on which the Section 14(f) Notice (as defined in the Company Merger Agreement) shall have been filed with the SEC and mailed to all stockholders of record of the Company in accordance with the Company Merger Agreement. ARTICLE IX
