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 shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Company: (a) The Company shall have received an opinion of Wachtell, Lipton, Rosex & Xatz, xxx counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub set forth in this Agreement shall be true and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect on Alcoa.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver (to the extent permitted by Applicable Law and in accordance with the provisions hereof) at or prior to the Effective Time Closing Date of the following additional conditions, unless waived in writing by the Company: (a) The Company shall have received an opinion of Wachtell, Lipton, Rosex & Xatz, xxx counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa Parent and Merger Sub set forth contained in this Agreement shall be true and correct, ignoring for this purpose any qualification (i) that are qualified as to materiality or a Parent Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which Effect shall be true and correct as of such specific date or so qualified, and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof, respectively)of this Agreement and as of the Closing Date, except for to the extent such inaccuracies asrepresentations 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, the covenants and agreements contained in this Agreement required to be performed by them on or prior to the Closing Date. (c) At any time after the date of this Agreement, there shall not have occurred and be continuing as of the Closing Date, any change, event, occurrence, state of facts or development that, individually or in the aggregate, has had or would not reasonably be likely to have a Parent Material Adverse Effect Effect. (d) The Company shall have received a certificate of Parent and Merger Sub, executed on Alcoabehalf of each of them by their Chief Executive Officer or Chief Financial Officer, dated the Closing Date, certifying to the effect that the conditions set forth in Section 8.2(a), (b) and (c) have been satisfied. (e) The Company shall have received the Reconfirmation Opinion.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Company:Company (but only with the prior approval of the Special Committee): (a) The Company shall have received an opinion of WachtellSkadden, LiptonArps, Rosex Slate, Xxxxxxx & XatzXxxx LLP, xxx special tax counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub the Bidder and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a5.3(a) shall not be waivable after receipt of the Company Stockholder Approval and the Bidder Stockholder Approval referred to in Section 6.1(aSections 5.1(a) and 5.1(b), unless further Company stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub the Bidder set forth in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, ignoring for and the representations and warranties of the Company set forth in this purpose any qualification as to materiality or Material Adverse EffectAgreement that are not so qualified shall be true and correct in all material respects, in each case, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually . (c) The Bidder shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed and complied with by it on or prior to the Closing Date. (d) The Bidder shall have furnished a certificate of an executive officer of the Bidder to evidence compliance with the conditions set forth in the aggregate, would not have a Material Adverse Effect on AlcoaSection 5.3(b) and (c) of this Agreement.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Company: (a) The Company shall have received an opinion of WachtellSkadden, LiptonArps, Rosex Slate, Xxxxxxx & XatzXxxx LLP, xxx special tax counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub the Bidder and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a5.3(a) shall not be waivable after receipt of the Company Stockholder Shareholder Approval and the Bidder Shareholder Approval referred to in Section 6.1(aSections 5.1(a) and 5.1(b), unless further stockholder Company shareholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub the Bidder set forth in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, ignoring for and the representations and warranties of the Company set forth in this purpose any qualification as to materiality or Material Adverse EffectAgreement that are not so qualified shall be true and correct in all material respects, in each case, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually . (c) The Bidder shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed and complied with by it on or prior to the Closing Date. (d) The Bidder shall have furnished a certificate of an executive officer of the Bidder to evidence compliance with the conditions set forth in the aggregate, would not have a Material Adverse Effect on AlcoaSection 5.3(b) and (c) of this Agreement.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the satisfaction at fulfillment of, or the waiver by the Company, to the extent permitted by applicable Law, on or prior to the Effective Time of of, the following additional conditions, unless waived in writing by the Company: (a) (i) The Company representations and warranties of Parent set forth in Section 4.02 and Section 4.12 shall have received an opinion be true and correct in all respects (other than de minimis exceptions) as of Wachtell, Lipton, Rosex & Xatz, xxx counsel to the Company, dated date of this Agreement and as of the Effective Time with the same force and effect as though made on and as of the Effective Time, to (ii) the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub Parent set forth in Section 4.01 and Section 4.03 of this Agreement shall be true and correct, ignoring for correct in all material respects as of the date of this purpose any qualification Agreement and as to materiality or Material Adverse Effect, of the Effective Time with the same force and effect as if such representations or warranties were though made on and as of the Effective Time (other than those except to the extent that such representations and warranties expressly speak as of a specific date an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (iii) the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct as of the date hereofof this Agreement and as of the Effective Time with the same effect as though made on and as of the Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such specific date or as of the date hereof, respectivelyearlier date), except for such inaccuracies asexcept, in the case of this clause (iii) only, where the failure to be true and correct would not have, and would not reasonably be expected to have, individually or in the aggregate, would a Parent Material Adverse Effect. (b) Parent 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 it prior to the Effective Time. (c) There shall not have occurred and be continuing any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect on AlcoaEffect. (d) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.02(a), 6.02(b) and 6.02(c) have been satisfied. (e) Parent shall have Cash at Closing of at least $20,000,000.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the additional following additional conditions, unless waived in writing by the Company: (a) 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 Time, and the representations and warranties of Parent and Sub contained in this Agreement shall be true and correct when made and on and as of the Effective Time as if made on and as of such date (except to the extent they relate to a particular date), except (i) as expressly contemplated or permitted by this Agreement and (ii) with respect to representations and warranties of Parent and Sub that are not subject to a Parent Material Adverse Effect qualification, where the failure to be true and correct has not, and would not have, either alone or in the aggregate with all such failures, a Parent Material Adverse Effect. The Company shall have received a certificate of the President and Chief Executive Officer or a Vice President of each of Parent and Sub to that effect. (b) The Company shall have received an opinion of Wachtell, Lipton, Rosex & Xatz, xxx counsel to substantially in the Companyform attached hereto as Exhibit C-1, dated the date of Closing, from Cartxx, Xxxxxxx & Xilbxxx, xxsed upon certificates from the Company substantially in the form attached hereto as of Exhibit D-1 and from Parent substantially in the Effective Timeform attached hereto as Exhibit E-1 (and such other assumptions, certificates, and certifications as are customary or reasonably necessary in connection therewith), to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance In rendering such opinion, such counsel may receive and rely upon representations of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, fact contained in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub set forth in this Agreement shall be true and correct, ignoring for this purpose any qualification certificates as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or specified in the aggregate, would not have a Material Adverse Effect on Alcoapreceding sentence.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the additional following additional conditions, unless waived in writing by the Company: (a) 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 Time, except where the failure to so perform would not have a Parent Material Adverse Effect. The representations and warranties of Parent and Sub contained in this Agreement shall be true in all material respects when made, except as expressly contemplated or permitted by this Agreement or where the failure to be so true and correct would not or would not reasonably be expected to have a Parent Material Adverse Effect. The representations and warranties of Parent and Sub contained in this Agreement shall be true in all material respects as of the Effective Time as if made on and as of such date (except to the extent they relate to a particular date), except as expressly contemplated or permitted by this Agreement or where the failure to be so true and correct would not have a Parent Material Adverse Effect (which for the purpose of this sentence shall be determined by replacing any references to the phrase "would [not] reasonably be expected to have a Parent Material Adverse Effect" with the phrase "would [not] have a Parent Material Adverse Effect"). The Company shall have received an opinion of Wachtell, Lipton, Rosex & Xatz, xxx counsel to the Company, dated as a certificate of the Effective Time, to the effect that the Merger will qualify as President and Chief Executive Officer or a reorganization within the meaning Vice President of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Parent and Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosurethat effect. (b) The representations employment agreements between the Company and warranties each of Alcoa Pook and Merger Sub set forth Xxxxx X. Xxxxxxxxxx in this Agreement the form attached hereto as Exhibit 9.3 (b) (1) and Exhibit 9.3 (b) (2), respectively, shall have been executed and delivered and shall be true in full force and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect on Alcoaeffect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Date of the additional following additional conditions, unless waived in writing by the Company: (a) (i) Parent and Sub shall have performed in all material respects their agreements contained in this Merger Agreement required to be performed on or prior to the Effective Date and (ii) the representations and warranties of Parent and Sub contained in this Merger Agreement shall be true in all respects when made and on and as of the Effective Date as if made on and as of such date, except for representations and warranties which are by their express provisions made as of a specific date or dates, which were or will be true in all respects at such time or times as stated therein (provided that, in each case, the condition set forth in this Section 8.2(a)(ii) shall be deemed satisfied so long as any failures of such representations and warranties to be true and correct, taken together, would not have a Material Adverse Effect on Parent), and the Company shall have received a certificate of the President or Chief Executive Officer or a Vice President of Parent and Sub, respectively, to that effect. (b) The Company shall have received an opinion substantially in the form of WachtellExhibit C of Cravath, LiptonSwaine & Xxxxx, Rosex & Xatz, xxx counsel to the Company, dated as of the Effective TimeDate, to the effect that the Merger will qualify as constitute a reorganization "reorganization" for federal income tax purposes within the meaning of Section 368(a) of the Code. The issuance of In rendering such opinion opinion, such counsel shall be conditioned entitled to rely upon representations provided by the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub set forth in this Agreement shall be true and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or parties hereto substantially in the aggregate, would not have a Material Adverse Effect on Alcoa.form of Exhibits E and F.

Conditions to Obligation of the Company to Effect the Merger. The obligation Solely if the Offer Termination shall have occurred or the Acceptance Time shall not have occurred, in addition to the conditions set forth in Section 8.1, the obligations of the Company to effect the Merger shall be are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of each of the following additional conditions, unless waived in writing by the Company: (a) The Company any waiting period under the HSR Act applicable to the Transactions shall have received an opinion of Wachtell, Lipton, Rosex & Xatz, xxx counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on expired or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure.terminated; (b) The the representations and warranties of Alcoa Parent and Merger Sub set forth in this Agreement shall be true and correct, ignoring for this purpose correct in all respects (without giving effect to any qualification qualifications and limitations as to materiality “materiality” or “Parent Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively” set forth therein), except for to the extent that the facts or matters as to which such inaccuracies asrepresentations and warranties are not so true and correct, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect Effect, as of the date hereof and at and as of the Closing Date, with the same effect as if made as of the Closing Date, except to the extent such representations and warranties address matters only as of another specified time (in which case on Alcoaand as of such specified time, but without giving effect to the “as of the date hereof” reference in the preamble to Article 6); (c) Parent shall have performed or complied in all material respects with its covenants and obligations contained in this Agreement; and (d) Parent shall have delivered to the Company a certificate of Parent, executed by a duly authorized officer of Parent, dated as of the Closing Date, to the effect that the conditions set forth in Section 8.3(b) and Section 8.3(c) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Company, that: (a) The representations and warranties of Parent and Merger Subsidiary contained in this Agreement that are modified by materiality or Parent Material Adverse Effect shall be true and correct in all respects, and those that are not so modified shall be true and correct in all material respects, on the date hereof and as of the Effective Time as if made at the Effective Time (except such representations and warranties made as of a specific date which need only be true as written as of such date). The Company shall have received a certificate of an opinion authorized officer of WachtellParent and Merger Subsidiary, Liptonon behalf of Parent and Merger Subsidiary, Rosex to such effect. (b) Parent and Merger Subsidiary shall have performed or complied with all agreements and covenants required to be performed by each of them under this Agreement at or prior to the Effective Time in all material respects, and the Company shall have received a certificate of an authorized officer of Parent and Merger Subsidiary, on behalf of Parent and Merger Subsidiary, to such effect. (c) The Company shall have received from Arent Fox Kxxxxxx Pxxxxxx & XatzKxxx, xxx PLLC, or other counsel reasonably acceptable to the Company, on the Closing Date, a written opinion dated as of the Effective Time, to the effect such date that the Merger will qualify qualifies as a reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (bd) The representations and warranties of Alcoa and Merger Sub set forth in this Agreement Credit Facility shall be true and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect on Alcoabeen paid.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional conditions, unless waived in writing by the Company: (a1) The Company shall have received an opinion of WachtellSkadden, LiptonArps, Rosex Slate, Xxxxxxx & XatzXxxx LLP, xxx special tax counsel to the Company, dated as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub the Bidder and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a5.3(a) shall not be waivable after receipt of the Company Stockholder Shareholder Approval and the Bidder Shareholder Approval referred to in Section 6.1(aSections 5.1(a) and 5.1(b), unless further stockholder Company shareholder approval is obtained with appropriate disclosure. (b2) The representations and warranties of Alcoa and Merger Sub the Bidder set forth in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct, ignoring for and the representations and warranties of the Company set forth in this purpose any qualification as to materiality or Material Adverse EffectAgreement that are not so qualified shall be true and correct in all material respects, in each case, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which representations and warranties shall be true and correct or true and correct in all material respects, as the case may be, as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually . (3) The Bidder shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed and complied with by it on or prior to the Closing Date. (4) The Bidder shall have furnished a certificate of an executive officer of the Bidder to evidence compliance with the conditions set forth in the aggregate, would not have a Material Adverse Effect on AlcoaSection 5.3(b) and (c) of this Agreement.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time Closing Date of the following additional conditions, unless waived in writing by the Company: (a) Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Parent and Merger Sub contained in this Agreement, the Parent Disclosure Schedule and documents delivered at Closing shall be true and correct as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date; provided, however, that for purposes of this paragraph, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality is reasonably likely to have a Parent Material Adverse Effect, and the Company shall have received a certificate of the President or a Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received an opinion of from its legal counsel, Day, Berrx & Xowaxx XXX and Wachtell, Lipton, Rosex & Xatz, xxx xxe Exhibit Opinion rendered by such legal counsel pursuant to the Company, dated Section 5.15(c) and reconfirmed as of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub set forth in this Agreement shall be true and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made In reconfirming its Exhibit Opinion as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectively), except for such inaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect on Alcoa.Time,

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the satisfaction or waiver by the Company at or prior to the Closing Date of the following additional conditions: (a) (i) Each of Parent and Merger Sub shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Effective Time Time; (ii) the representations and warranties of Parent and Merger Sub contained in Sections 6.1, 6.2 and 6.5 shall be true and correct in all respects as of the following additional conditionsdate of this Agreement and as of the Effective Time as though made on and as of such time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, unless waived in writing by which case such representation and warranty shall be true and correct in all respects as of such earlier date); and (iii) the Company:other representations and warranties of Parent and Merger Sub contained in this Agreement not referenced in clause (ii) immediately above shall be true and correct in all respects when made and as of the Effective Time as if made at such time (except to the extent such representations and warranties speak as of a specified date, they need only be true and correct in all respects as of such specified date), interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term Parent Material Adverse Effect, except where the failure of all such representations and warranties to be true and correct, in the aggregate, has not had, or would not reasonably be expected to have a Parent Material Adverse Effect; (ab) The Company shall have received a certificate of an opinion executive officer of Wachtell, Lipton, Rosex & Xatz, xxx counsel Parent as to the Company, dated as satisfaction of the Effective Time, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of customary representation letters from each of Alcoa, Merger Sub and the Company, in each case, in form and substance reasonably satisfactory to such tax counsel. Each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect. The opinion condition referred to in this Section 6.3(a) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 6.1(a), unless further stockholder approval is obtained with appropriate disclosure. (b) The representations and warranties of Alcoa and Merger Sub conditions set forth in this Agreement shall be true and correct, ignoring for this purpose any qualification as to materiality or Material Adverse Effect, as if such representations or warranties were made as of the Effective Time (other than those that speak as of a specific date or as of the date hereof, which shall be true and correct as of such specific date or as of the date hereof, respectivelySection 9.2(a), except for such inaccuracies as, individually or in the aggregate, would not have a Material Adverse Effect on Alcoa.; and