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

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment of, or the waiver by the Company on or prior to the extent permitted by applicable Law) of Effective Time of, the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) herein shall be true and correct both when made and at and as of the Closing DateEffective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officerChief Financial Officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at (provided that any representation or warranty of Parent or Merger Sub contained herein that is subject to a materiality, Material Adverse Effect or similar qualification shall not be so qualified for purposes of this paragraph) as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except provided that, to the extent expressly made any such representation or warranty speaks as of an earlier a specified date, in which case it need only be true and correct as of such specified date), except in each case where the failure of such representations and warranties to be so true and correct do not and would not have, individually or in the aggregate, have a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver in writing by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), Closing Date except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period; (b) Each of Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it at or prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company satisfaction, or, to the extent permitted by applicable Law) , waiver by the Company, of the following conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations this Agreement shall have been accurate in all respects as of the date of this Agreement and warranties) shall be true and correct both when accurate in all respects as of the Closing Date as if made and at on and as of the Closing DateDate (other than any representation and warranty made as of a specific earlier date, as if made at and which shall have been accurate in all respects as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such the representations and warranties of Parent and Merger Sub to be so true and correct accurate would not have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.; provided, however, that, for purposes of determining the accuracy of such representations and warranties all “Parent Material Adverse Effect” and materiality qualifications limiting the scope of such representations and warranties will be disregarded; (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officerand Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.2(a5.2(a) and Section 6.2(b5.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect consummate the Merger is further also subject to the satisfaction (or waiver by the Company (to the extent permitted by applicable Law) at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of made by Parent and Merger Sub set forth in Article 4 (without regard to any herein, disregarding all qualifications as and exceptions contained herein relating to materiality or Parent Material Adverse Effect contained in such representations and warranties) or words of similar import, shall be true and correct both when made and at and as of the date hereof and on the Closing Date, Date with the same effect as if made at on and as of such time date (except to the extent expressly for representations and warranties that are made as of an earlier datea specified date (including the date of this Agreement), in which case shall be true and correct only as of such specified date); provided, except where however, that notwithstanding anything contained herein, the condition set forth in this Section 8.02(a) shall be deemed to have been satisfied unless any failure of such representations and warranties of Parent and Merger Sub to be so true and correct would not havewould, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations covenants and agreements, and complied in all material respects with all covenants required by obligations, contained in this Agreement that are to be performed or complied with by them it prior to or on the Effective TimeClosing Date. (c) Parent The Company shall have delivered to the Company received a certificatecertificate of Parent, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, certifying an executive officer of Parent to the effect that the conditions set forth in Section 6.2(a8.02(a) and Section 6.2(b8.02(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver by the Company Company) at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct (without regard to “materiality” and similar qualifiers contained in such representations and warranties) have not and would not havenot, in individually or in the aggregate, have a material adverse effect on the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its the Chief Executive Officer or another senior officerofficer of its general partner, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The Subject to Section 3.4(b), the obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company at or prior to the extent permitted by applicable Law) Closing of the following additional conditions: (a) The each of the representations and warranties of the Parent and the Merger Sub set forth contained in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) V shall be true and correct both when made and at and (without giving effect to any materiality or “Parent Material Adverse Effect” qualifications therein) as of the date of this Agreement and the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except in the case where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.; (b) since the date of this Agreement, there shall not have been any Parent Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; and (c) the Parent and the Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants each of their respective obligations required by under this Agreement to be performed or complied with by them on or prior to the Effective TimeClosing. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date)disregarding for these purposes any materiality or “Parent Material Adverse Effect” qualifications therein, except where the failure of for such representations and warranties failures to be so true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct only as of such date or period. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants the agreements required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer an executive officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied. (d) Substantially contemporaneous with the Effective Time and in accordance with Section 2.2(a), Parent shall cause to be deposited with the Paying Agent cash in an aggregate amount sufficient to pay the Merger Consideration in respect of all Company Common Stock including Restricted Shares, plus cash to pay for the Company Stock Options pursuant to Section 5.5.

Conditions to Obligation of the Company to Effect the Merger. The obligation obligations of the Company to effect the Merger is shall be further subject to the satisfaction (on or waiver by the Company prior to the extent permitted by applicable Law) Closing Date of the following conditionsadditional conditions precedent, any one or more of which may be waived by the Company: (a) Buyer and Sub shall each have performed in all material respects and complied in all material respects with all obligations required to be performed or complied with by it prior to or at the Closing. (b) The representations and warranties of Parent Buyer and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at as of the date of this Agreement and as of the Closing DateDate as though made on the Closing Date (without regard to materiality or Buyer Material Adverse Effect qualifiers contained therein), as if made at and as of such time (except to the extent such representations and warranties expressly made as of relate to an earlier date, in which case as of such earlier date), except where the failure of such the representations and warranties to be so true and correct would not have, individually or in the aggregate, has not had and could not reasonably be expected to have a Parent Buyer Material Adverse Effect. (bc) Parent and Merger Sub The Company shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, received certificates dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, each of Buyer and Sub certifying to the effect that the conditions set forth specified in Section 6.2(aSections 7.2(a) and Section 6.2(b7.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger and the other transactions contemplated by this Agreement is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by waiver, if permissible under applicable Law) of the following conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at as of the date hereof and as of the Closing DateClosing, except (i) that those representations and warranties which address matters only as if made at of a particular date shall be true and correct as of such time particular date and (except ii) other than with respect to the extent expressly made as representations and warranties set forth in Section 4.3(a) (Corporate Authority Relative to this Agreement) and Section 4.6 (Ownership of an earlier date, in which case as of such datethe Company Common Stock), except which shall be true and correct in all material respects, where the failure of such representations and warranties to be so true and correct (without regard to any materiality qualifications set forth in any such representation or warranty) would not havereasonably be likely, individually or in the aggregateaggregate with the failure of other representations or warranties to be true and correct, a Parent Material Adverse Effectto prevent or materially impair or delay the consummation of the transactions contemplated hereby. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective TimeClosing. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officeran executive officer of Parent, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) The (i) the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or herein that are qualified by a “Parent Material Adverse Effect contained in such representations and warranties) Effect” shall be true and correct both when made and as so qualified at and as of the Closing Date, Date as if made at and as of such time (except to the extent any such representation or warranty expressly made relates to an earlier date, in which case as of such date) and (ii) the representations and warranties of Parent and Merger Sub set forth herein that are not qualified by a “Parent Material Adverse Effect” shall be true and correct at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, would not reasonably be expected to result in a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or this Agreement which are qualified by a “Parent Material Adverse Effect contained in such representations and warranties) Effect” qualification shall be true and correct both when in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that, with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants the agreements required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied. (d) Consistent with Section 2.2(a), Parent shall have caused to be deposited with the Paying Agent cash in the aggregate amount of the Exchange Fund.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (fulfillment at or waiver by the Company prior to the extent permitted by applicable Law) Closing Date of the following conditions, any of which may be waived in writing by the Company in its sole discretion: (a) The Each of Parent and Purchaser shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Closing Date. (b) Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect Purchaser contained in such representations and warranties) this Agreement shall be true and correct both when made and at on and as of the Closing Date, Date as if made at on and as of such time date (except to the extent expressly made other than representations and warranties that address matters only as of an earlier a certain date, in which case shall be true and correct as of such certain date), ) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Purchaser Material Adverse Effect” set forth therein) would not havenot, individually or in the aggregate, reasonably be expected to have a Parent Purchaser Material Adverse Effect. (bc) Parent and Merger Sub The Company shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company received a certificate, dated as certificate confirming satisfaction of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a7.2(a) and Section 6.2(b7.2(b) have been satisfiedsigned on behalf of Parent by an authorized senior executive officer of Parent and a certificate confirming satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(b) signed on behalf of Purchaser by an authorized officer of each of Parent and Purchaser.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or written waiver by the Company to the extent permitted by applicable LawCompany) of the following conditions: (a) The representations and warranties of Parent and Merger Sub Purchaser set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not havenot, individually or in the aggregate, reasonably be expected to prevent, impede or delay the consummation of any of the Transactions; provided that representations and warranties that are made as of a Parent Material Adverse Effect.particular date or period shall be true and correct in such manner only as of such date or period; (b) Parent and Merger Sub Purchaser shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a7.2(a) and Section 6.2(b7.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard this Agreement, disregarding all qualifications and exceptions contained therein relating to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” or “materiality,” shall be true and correct both when in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in this Section 6.2(a)) only as of such date or period; (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officerthe general partner of Parent, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further are subject to the satisfaction (or waiver by the Company in writing (to the extent permitted by applicable Law) at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations this Agreement shall have been true, correct and warranties) shall be true and correct both when made and at and complete in all respects as of the as of the Closing Date, as if made at and as of such time Date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without giving effect to the words “materially” or “material” or to any qualification based on the defined term “Parent Material Adverse Effect”, except where the failure of such representations and warranties to be so true correct and correct would complete does has not havehad, individually or in the aggregate, a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants and obligations that Parent and Merger Sub are required by to comply with or to perform under this Agreement to be performed at or complied with by them prior to the Effective Time.Closing Date; and (c) Parent shall have delivered to the Company a certificatecertificate signed by an authorized officer of Parent, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officerDate, certifying to the effect that the conditions set forth in Section 6.2(a6.3(a) and Section 6.2(b6.3(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or to the extent not prohibited by Law) waiver by the Company at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at and correct, without giving effect to any materiality or “Parent Material Adverse Effect” qualifications set forth therein, as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case such representations and warranties shall be so true and correct as of such datespecific date only), except where the failure of any such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.; (b) Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants their respective covenants, obligations or agreements required by under this Agreement to be performed or complied with by them on or prior to the Effective Time.Closing Date; and (c) Parent shall have delivered a certificate to the Company a certificateCompany, dated as of the Closing Date and signed duly executed by its Chief Executive Officer or another a senior officerexecutive officer of Parent, certifying to the effect that the conditions set forth in Section 6.2(aSections 7.3(a) and Section 6.2(b7.3(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further are subject to the satisfaction (or waiver by the Company in writing (where permissible) at or prior to the extent permitted by applicable Law) Effective Time of each of the following conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect”) has not havehad, individually or in the aggregate, a Parent Material Adverse Effect., on the date hereof and as of the Closing Date, as if made as of such date (except for those representations and warranties which address matters as of an earlier date, which shall have been so true and correct as of such earlier date); (b) Parent and Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants required by this Agreement (or if any time prior to be the Closing has not performed or complied with by them covenants or obligations that are capable of being cured, such non-performance and non-compliance has been cured) with all covenants and obligations that Parent and Merger Sub are required to comply with or to perform under this Agreement at or prior to the Effective Time.Closing Date; and (c) Parent shall have delivered to the Company a certificatecertificate signed by an authorized officer or Parent, dated the Closing Date, certifying as to the satisfaction by Xxxxxx and Merger Sub of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth described in Section 6.2(aclauses (a) and (b) of this Section 6.2(b) have been satisfied6.3.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct (disregarding any limitation as to “materiality,” “Merger Sub Material Adverse Effect” or similar qualifiers set forth therein) both when made at and as of the date of this Agreement and at and as of the Closing Date, Date with the same force and effect as if made at on the Closing Date (except that those representations and warranties that are made as of a particular date or period must be true and correct only as of such time (except to the extent expressly made as of an earlier date, in which case as of such datedate or period), except where the failure of such representations and warranties to be so true and correct would not havenot, individually or in the aggregate, have a Parent Merger Sub Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all of their respective obligations and complied in all material respects with all of their respect covenants and agreements required by this Agreement to be performed or complied with by each of them prior to the Effective Time. (c) Parent and Merger Sub shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer a duly authorized officer or another senior officerprincipal of Parent and by Merger Sub’s President, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (or waiver by the Company (to the extent permitted by applicable Applicable Law) by the Company in writing at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of Parent and Merger Sub set forth contained in Article 4 this Agreement shall be true and correct (without regard giving effect to any qualifications limitation as to materiality “materiality” or “Parent Material Adverse Effect contained Effect” set forth in such representations and warranties) shall be true as of the date of this Agreement and correct both when as of the Closing, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.; (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all its obligations, agreements and covenants required by under this Agreement to be performed or complied with by them it on or prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of Parent and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.2(a9.2(a) and Section 6.2(b) have been satisfied9.2(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or waiver by the Company to the extent permitted by applicable Law) waiver by the Company at or prior to the Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” qualifications therein, shall be true and correct both when made and at and in all respects as of the Closing Date, except for such failures to be true and correct as if made at and as of such time would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case as of such date), except where the failure of such representations and warranties to shall be so true and correct would not have, individually or in as of such specific date only); and the aggregate, Company shall have received a Parent Material Adverse Effect. (b) certificate signed on behalf of Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) a senior executive officer of Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in this Section 6.2(a) and Section 6.2(b7.3(a) have been satisfied; and (b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with under this Agreement on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to such effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (or waiver by the Company (to the extent permitted by applicable Applicable Law) by the Company in writing at or prior to the Effective Time of the following additional conditions: (a) The representations and warranties of Parent and Merger Sub set forth contained in Article 4 this Agreement shall be true and correct (without regard giving effect to any qualifications limitation as to materiality “materiality” or “Parent Material Adverse Effect contained Effect” set forth in such representations and warranties) shall be true as of the date of this Agreement and correct both when as of the Closing, as though made and at on and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.; (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and or complied in all material respects with all its obligations, agreements and covenants required by under this Agreement to be performed or complied with by them it at or prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of Parent and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.2(a9.2(a) and Section 6.2(b) have been satisfied9.2(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 this Agreement shall be true and correct in all respects (without regard giving effect to any qualifications as to materiality or Parent Material Adverse Effect qualifications contained in such representations therein) as of the date of this Agreement and warranties) shall be true at and correct both when as of the Closing Date as though made and at and as of the Closing Date, as if made at (provided, however, that the representations and warranties that address matters only as of such time (except to the extent expressly made a particular date, shall be true and correct in all respects as of an earlier date, in which case as of such datethat date (without giving effect to any materiality or Parent Material Adverse Effect qualifications contained therein)), except where the failure of for such representations and warranties failures to be so true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants the agreements required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior an authorized officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or waiver by the Company to the extent permitted by applicable Law) waiver by the Company at or prior to the Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” qualifications therein, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect. Effect (b) except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), and the Company shall have received a certificate signed on behalf of Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) a senior executive officer of Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in this Section 6.2(a) and Section 6.2(b7.3(a) have been satisfied; and (b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to such effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (fulfillment at or waiver prior to the Effective Date of the following additional conditions, unless waived in writing by the Company to the extent permitted by applicable Law) of the following conditionsin accordance with SECTION 10.4 hereof: (a) The Parent and Sub shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Effective Date; and the Company shall have received a certificate of Parent and Sub executed by a Vice President of Parent and Sub, dated the Closing Date, to that effect. (b) Each of the representations and warranties of Parent and Merger Sub set forth contained in Article 4 this Agreement (without regard to any qualifications as to i) that is qualified by materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if Effective Date and (ii) that is not so qualified shall be true and correct when made and at and as of the Effective Date except where the failure of any such time representations or warranties to be so true and correct, individually or in the aggregate with other such failures, would not have a Parent Material Adverse Effect (except in the case of each of (i) and (ii) to the extent they expressly made as relate to the date of an earlier this Agreement or any other particular date, in which case case, as of such date), except where and the failure Company shall have received a certificate of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations executed by a Vice President of Parent and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificateSub, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officerDate, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedeffect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger and the other transactions contemplated hereby is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in Section 4.2(a) shall be true and correct in all material respects and the representations and warranties of Parent and Merger Sub set forth in Section 4.5 shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the other representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to disregarding all materiality or and Parent Material Adverse Effect qualifications contained in such representations and warrantiestherein) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (ii) where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or waiver by the Company to the extent permitted by applicable Law) waiver by the Company at or prior to the Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or "Parent Material Adverse Effect contained in such representations and warranties) Effect" qualifications therein, shall be true and correct both when made and at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect. Effect (b) except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); and the Company shall have received a certificate signed on behalf of Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) a senior executive officer of Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in this Section 6.2(a) and Section 6.2(b7.3(a) have been satisfied.; and (b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to such effect. ARTICLE VIII

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by waiver, if permissible under applicable Law) of the following conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at as of the date hereof and as of the Closing DateClosing, except (i) that those representations and warranties which address matters only as if made at of a particular date shall be true and correct as of such time particular date and (except ii) other than with respect to the extent expressly made as representations and warranties set forth in Section 4.3(a) (Corporate Authority Relative to this Agreement) and Section 4.6 (Ownership of an earlier date, in which case as of such datethe Company Common Stock), except which shall be true and correct in all material respects, where the failure of such representations and warranties to be so true and correct (without regard to any materiality qualifications set forth in any such representation or warranty) would not havereasonably be likely, individually or in the aggregateaggregate with the failure of other representations or warranties to be true and correct, a Parent Material Adverse Effect.to prevent or materially impair or delay the consummation of the transactions contemplated hereby; (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement and the Note Purchase Agreement to be performed or complied with by them it prior to the Effective Time.Closing; (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officeran executive officer of Parent, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied; and (d) Parent shall have executed and delivered to the Company the CPR Agreement and the Escrow Agreement.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (or waiver by the Company Company) at or prior to the extent permitted by applicable Law) Effective Time of the following additional conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warrantiesthis Agreement that (i) are not made as of a specific date shall be true and correct both when made and at as of the date of this Agreement and as of the Closing DateClosing, as if though made at on and as of such time the Closing, and (except to the extent expressly ii) are made as of an earlier date, in which case a specific date shall be true and correct as of such date), in each case, except where the failure of such representations and warranties to be so true and correct would not have(without giving effect to any limitation as to “materiality” or “material adverse effect” set forth in such representations and warranties), individually or in the aggregate, has or would reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed or complied with, in all material respects all obligations respects, each of its obligations, agreements and complied in all material respects with all covenants required by under this Agreement to be performed or complied with by them it on or prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of Parent and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.2(a5.2(a) and Section 6.2(b) have been satisfied5.2(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct (disregarding any limitation as to “materiality,” “Parent Material Adverse Effect” or similar qualifiers set forth therein) both when made at and as of the date of this Agreement and at and as of the Closing Date, Date with the same force and effect as if made at on the Closing Date (except that those representations and warranties that are made as of a particular date or period must be true and correct only as of such time (except to the extent expressly made as of an earlier date, in which case as of such datedate or period), except where the failure of such representations and warranties to be so true and correct would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all the covenants and agreements required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment of, or the waiver by the Company on or prior to the extent permitted by applicable Law) of Effective Time of, the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warrantiesi) this Agreement (other than Section 4.2) shall be true and correct both when made at and as of the date of this Agreement and at and as of the Closing Date, Date as if though made at and as of the Closing Date (without regard to “materiality”, Parent Material Adverse Effect and similar qualifiers contained in such time (except to the extent expressly made as of an earlier date, in which case as of such daterepresentations and warranties), except where the failure of such representations and warranties failures to be so true and correct would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect, and (ii) Section 4.2 shall be true and correct in all material respects both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its the Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (following conditions, any or waiver all of which may be waived, in whole or in part by the Company Company, on or prior to the Effective Time, to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub Acquisition set forth in Article 4 (without regard to any qualifications this Agreement that are qualified as to materiality or Parent Material Adverse Effect contained in such shall be true and correct, and the representations and warranties) warranties of Parent and Acquisition set forth in this Agreement that are not so qualified shall be true and correct both when made and at in all material respects, in each case, as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except provided that, to the extent expressly made any such representation or warranty speaks as of an earlier a specified date, in which case it need only be true and correct as of such specified date), except where ) and the failure Company shall have received a certificate signed on behalf of such representations Parent and warranties Acquisition by their respective presidents to be so true and correct would not have, individually or the effect set forth in the aggregate, a Parent Material Adverse Effectthis paragraph. (b) Parent and Merger Sub Acquisition shall have performed in all material respects all the obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and the Company shall have received a certificate signed on behalf of Parent and Acquisition by its Chief Executive Officer or another senior officer, certifying their respective presidents to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedthis paragraph.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger and the other Transactions is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 5 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case at and as of such date), except where the failure of such representations and warranties to be so true and correct would not havedoes not, individually or in the aggregate, constitute a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a7.2(a) and Section 6.2(b7.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 Section 4.1 through Section 4.13 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver in writing by the Company Company, to the extent permitted by permissible under applicable Law) as of the Effective Time of each of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 IV (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made in all material respects as of the date hereof and at and as of the Closing Date, Date as if though made at and as of such time the Closing Date (except to the extent expressly provided, that representations and warranties that are made as of an earlier date, a particular date shall be true and correct in which case all material respects only as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent The Company shall have delivered to the Company a certificate, dated as received certificates of the Closing Date and signed by its Chief Executive Officer chief executive officer or another other senior officerexecutive officer of Parent, certifying to the effect for and on behalf of Parent and Merger Sub that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver by the Company at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made and at and as of the Closing Date, as if made at date of this Agreement and as of such time (except to the extent expressly made such representations and warranties speak as of an earlier date, in which case they shall be true and correct as of such earlier date)) as of the Closing Date as though made on and as of the Closing Date, except where provided, however, that for purposes of determining the satisfaction of this condition, no effect shall be given to any exception in such representations and warranties relating to materiality or a Parent Material Adverse Effect, and provided, further, that, for purposes of this condition, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, is reasonably likely to have a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it at or prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company satisfaction, or, to the extent permitted by applicable Law) , waiver by the Company, of the following conditions: (a) The (i) the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent this Agreement that are qualified by a “Material Adverse Effect contained in such representations and warranties) Effect” qualification shall be true and correct both in all respects as so qualified when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to provided that the extent expressly made accuracy of representations and warranties that by their terms speak as of an earlier a specified date will be determined as of such date), and (ii) the representations and warranties of Parent and Merger Sub set forth in which case this Agreement that are not qualified by a “Material Adverse Effect” qualification shall be true in all respects when made and at and as of the Effective Time as if made at and as of such time (provided that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date), except where the failure of such representations and warranties for failures to be so true and correct which would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect.; (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officerand Chief Financial Officer, certifying to the effect that the conditions set forth in Section 6.2(a5.2(a) and Section 6.2(b5.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger and the other transactions contemplated hereby is further subject to the satisfaction fulfillment (or waiver in writing by the Company Company) at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) IV shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have(without regard to any qualifications or exceptions as to materiality or Parent Material Adverse Effect contained in such representations and warranties), individually or in the aggregate, has not had a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver by the Company to the extent permitted by applicable LawCompany) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to materiality or Parent Material Adverse Effect contained in such representations and warranties) would not have, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) herein shall be true and correct both when made and at and as of the Closing DateEffective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), ) with the same effect as though made as of the Effective Time except where the any such failure of such the representations and warranties to be so true and correct would not have, individually reasonably be expected to significantly impair or in delay the aggregate, a Parent Material Adverse Effect.consummation of the transactions contemplated hereby; (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in with all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, any Executive Vice President certifying to the effect that the conditions set forth in Section SECTION 6.2(a) and Section SECTION 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, with the same force and effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications as to materiality contained in such representations and warranties) would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction fulfillment (or waiver by the Company Company) at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: additional condition: (a) The Performance of Obligations; Representations and Warranties. Each of Parent, Sub and Trust shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, each of the representations and warranties of Parent Parent, Sub and Merger Sub set forth Trust contained in Article 4 (without regard to any qualifications this Agreement that is qualified as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, Effective Time as if made at and as of such time (except to the extent expressly made other than representations and warranties which address matters only as of an earlier a certain date, in which case shall be true and correct as of such certain date), except where ) and each of the failure of such representations and warranties to that is not so qualified shall be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations at and complied as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects with all covenants required as of such certain date), in each case except as contemplated or permitted by this Agreement to be performed or complied with by them prior to Agreement, and the Effective Time. (c) Parent Company shall have delivered to the Company a certificatereceived certificates signed on behalf of each of Parent, dated as of the Closing Date Sub and signed Trust by its Chief Executive Officer or another senior officer, certifying and its Chief Financial Officer to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedsuch effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction or (or waiver by the Company to the extent permitted by applicable Law) waiver by the Company at or prior to the Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” qualifications therein, shall be true and correct both when made and at as of the date of this Agreement and as of the Closing Date, Date as if though made at on and as of such time date (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case as of such date), except where the failure of such representations and warranties to shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have, individually or in the aggregate, a Parent Material Adverse Effect.; (b) Parent and Merger or Acquisition Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants its obligations required by under this Agreement to be performed or complied with by them on or prior to the Effective Time.Closing Date; and (c) Parent the Company shall have delivered received a certificate signed by an executive officer of Parent certifying as to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions matters set forth in Section 6.2(a7.3(a) and Section 6.2(b) have been satisfied7.3(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger and the other Contemplated Transactions is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 5 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case at and as of such date), except where the failure of such representations and warranties to be so true and correct would not havedoes not, individually or in the aggregate, constitute a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a7.2(a) and Section 6.2(b7.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver by the Company to the extent permitted by applicable LawCompany) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to any qualifications or exceptions as to materiality or Parent Material Adverse Effect contained in such representations and warranties) would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver by the Company to the extent permitted by applicable LawCompany) of the following conditions: (a) The representations and warranties of the Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect the Purchaser contained in such representations and warranties) herein shall be true and correct both when made and at and in all respects (without giving effect to any references to material adverse effect contained in any specific representation or warranty) as of the Closing DateEffective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as if made at and of the date of this Agreement or some other date will be determined as of such time date and (except to the extent expressly made as of an earlier date, in which case as of z) where any such date), except where the failure of such the representations and warranties to be so true and correct in all respects would not havenot, individually or in the aggregate, a reasonably be expected to have material adverse effect on the Parent Material Adverse Effect.or the Purchaser; (b) The Parent and Merger Sub the Purchaser shall each have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) The Parent and the Purchaser shall each have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying a duly authorized officer to the effect that each of the conditions set forth specified in Section 6.2(aclauses (a) and (b) of this Section 6.2(b6.2 is satisfied in all respects. (d) The Purchaser shall have been satisfiedincorporated and assumed its obligations under this Agreement pursuant to Section 5.14.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction fulfillment (or waiver by the Company to the extent permitted by applicable LawCompany) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations Sections 4.1 and warranties) 4.2 shall be true and correct both when made in all material respects, and (ii) the other representations and warranties of Parent and Merger Sub set forth in ARTICLE IV shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) at and as of the Closing Date, Date as if made at and as of such time on the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties warranties, to be so true and correct would not have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another a senior executive officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or waiver by the Company to the extent permitted by applicable Law) waiver by the Company, at or prior to the Effective Time, of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” qualifications therein, shall be true and correct both when made and at and as of the Closing Date, except for such failures to be true and correct as if made at and as of such time would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case as of such date), except where the failure of such representations and warranties to shall be so true and correct would not have, individually or in as of such specific date only); and the aggregate, Company shall have received a Parent Material Adverse Effect. (b) certificate signed on behalf of Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time. (c) a senior executive officer of Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in this Section 6.2(a) and Section 6.2(b7.3(a) have been satisfied; and (b) Parent or Acquisition Sub shall have performed or complied in all material respects with its obligations required under this Agreement to be performed or complied with on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to such effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or (or to the extent not prohibited by Law) waiver by the Company at or prior to the extent permitted by applicable Law) Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub set forth contained in Article 4 (this Agreement, without regard giving effect to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” or similar qualifications therein, shall be true and correct both when made and at and as of the Closing Date, except for such failures to be true and correct as if made at and as of such time would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of an earlier a specific date, in which case as of such date), except where the failure of such representations and warranties to shall be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effect.as of such specific date only); (b) Parent and Merger Acquisition Sub shall have performed in all material respects all obligations and or complied in all material respects with all covenants their respective obligations required by under this Agreement to be performed or complied with by them on or prior to the Effective Time.Closing Date; and (c) Parent shall have delivered a certificate to the Company a certificateCompany, dated as of the Closing Date and signed duly executed by its Chief Executive Officer or another a senior officerexecutive officer of Parent, certifying to the effect that the conditions set forth in Section 6.2(aSections 7.3(a) and Section 6.2(b7.3(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (satisfaction, or waiver by the Company to the extent permitted by applicable Law) Company, of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when in all respects (without giving effect to any exceptions or qualification contained therein relating to “materiality” or “Parent Material Adverse Effect”) at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct only as of such date or period. (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants the agreements required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied. (d) Consistent with Section 2.2(a), Parent shall have caused to be deposited with the Paying Agent cash in an aggregate amount sufficient to pay the Merger Consideration to holders of Shares outstanding immediately prior to the Effective Time other than Cancelled Shares and Dissenting Shares.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) this Agreement shall be true and correct both when made in all respects (disregarding, for purposes of this Section 6.02(a) only, all qualifications or limitations as to “materiality-”, “Parent Material Adverse Effect” and at and as words of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), similar import set forth therein) except where the failure of such representations and warranties to be so true and correct would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect., in each case when made and as of the Closing Date as though made on the Closing Date (other than to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date); (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective Time.; (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a6.02(a) and Section 6.2(b6.02(b) have been satisfied; and (d) the Initial Order shall have been granted without any conditions materially adverse to the Company; provided, however, that the simultaneous consummation by Parent of any Divestiture proposed in the Divestiture Applications will not be deemed to be a materially adverse condition or considered in determining whether there is a materially adverse condition.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (following conditions, any or waiver all of which may be waived, in whole or in part by the Company Company, on or prior to the Effective Time, to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub Acquisition set forth in Article 4 (without regard to any qualifications this Agreement that are qualified as to materiality or Parent Material Adverse Effect contained in such shall be true and correct, and the representations and warranties) warranties of Parent and Acquisition set forth in this Agreement that are not so qualified shall be true and correct both when in all material respects, in each case, as of the Closing Date as though made and at on and as of the Closing DateDate (provided that, to the extent any such representation or warranty speaks as if made at of a specified date, it need only be true and correct as of such time (except specified date) and the Company shall have received a certificate signed on behalf of Parent and Acquisition by an executive officer of each of them to the extent expressly made as of an earlier date, effect set forth in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Parent Material Adverse Effectthis paragraph. (b) Parent and Merger Sub Acquisition shall have performed in all material respects all the obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them under this Agreement on or prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and the Company shall have received a certificate signed on behalf of Parent and Acquisition by its Chief Executive Officer or another senior officer, certifying an executive officer of each of them to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedthis paragraph.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further shall be subject to the satisfaction (or waiver by the Company or, to the extent permitted by applicable Applicable Law) , waiver by the Company in writing at or prior to the Effective Time of the following additional conditions: (a) The Each of the representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warrantiesthis Agreement that (i) are not made as of a specific date shall be true and correct both when made and at as of the date of this Agreement and as of the Closing DateClosing, as if though made at on and as of such time the Closing, and (except to the extent expressly ii) are made as of an earlier date, in which case a specific date shall be true and correct as of such date), in each case, except where the failure of such representations and warranties to be so true and correct would not have(without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties), individually or in the aggregate, has not had a Parent Material Adverse Effect.; (b) Each of Parent and Merger Sub shall have performed or complied with, in all material respects all obligations respects, each of its obligations, agreements and complied in all material respects with all covenants required by under this Agreement to be performed or complied with by them it on or prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of Parent and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.2(a9.2(a) and Section 6.2(b) have been satisfied9.2(b).

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them prior to the Effective TimeClosing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another a senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (fulfillment or waiver by the Company to the extent permitted by applicable Law) of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard this Agreement, disregarding all qualifications and exceptions contained therein relating to any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” or “materiality,” shall be true and correct both when in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct would not have or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in this Section 6.2(a)) only as of such date or period; (b) Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time.; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its the Chief Executive Officer or another senior officerof Parent, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the satisfaction (or waiver by the Company to the extent permitted by applicable Law) fulfillment of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to this Agreement, disregarding for this purpose any qualifications as to materiality or “Parent Material Adverse Effect contained in such representations and warranties) Effect” or materiality qualification, shall be true and correct both when at and as of the date of this Agreement and at and as of the Closing Date as though made and at and as of the Closing Date, as if made at and as of except for such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties failures to be so true and correct as would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that, with respect to representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth above) only as of such date or period. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by them it prior to the Effective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.