Common use of Conditions to Obligations of Each Party to Effect the Merger Clause in Contracts

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) the Offer shall have been consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment and pay for Shares and Preferred Shares pursuant to the Offer other than as a result of a failure of a condition thereof; (b) the waiting period applicable to the consummation of the Merger under the H-S-R Act shall have expired or been terminated; (c) there shall have been no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which is in effect and has the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the Merger; and (d) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the Offer, the Merger or the acquisition by Purchaser of Shares and Preferred Shares.

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Company, Parent and Merger Sub to effect consummate the Merger shall be are subject to the fulfillment at or prior to the Effective Time satisfaction of the following conditions: (a) if required by the Offer DGCL, this Agreement and the Merger shall have been consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment approved and pay for Shares and Preferred Shares pursuant to adopted by the Offer other than as a result stockholders of a failure of a condition thereofCompany; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the H-S-R HSR Act shall have expired or been terminated; (ce) there the Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which is stop order suspending effectiveness shall be in effect and has no proceedings for such purpose shall be pending before or threatened by the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the MergerSEC; and (df) there shall not the shares of Parent Common Stock to be issued in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the Offer, the Merger or shall have been approved for listing on the acquisition by Purchaser NASDAQ National Market System, subject to official notice of Shares and Preferred Sharesissuance.

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the parties hereto, to the extent permitted by applicable law: (a) the Offer The Merger shall have been consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment approved and pay for Shares and Preferred Shares pursuant adopted by the vote of the stockholders of the Company to the Offer other than as a result of a failure of a condition thereofextent required by the Delaware Law; (b) the waiting period All waiting, review and investigation periods (and any extension thereof) applicable to the consummation of the Merger under the HXxxx-SXxxxx-R Xxxxxx Act shall have expired or been terminated; (c) there There shall have been no law, statute, rule or regulationorder, domestic or foreign, enacted or promulgated which is would make consummation of the Merger illegal; (d) No injunction or other order entered by a United States (state or federal) court of competent jurisdiction shall have been issued and remain in effect and has the effect of making the acquisition of Shares illegal or otherwise prohibits which would prohibit consummation of the Merger; andprovided, however, that the parties shall use their reasonable efforts to cause such injunction or order to be vacated or lifted; (de) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the OfferThe Purchaser, the Merger Sub or their affiliates shall have purchased Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither the Purchaser nor the Merger Sub may invoke this condition if the Purchaser or the acquisition by Purchaser Merger Sub shall have failed to purchase Shares so tendered and not withdrawn in violation of Shares and Preferred Sharesthe terms of this Agreement or the Offer.

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of each party Company, Parent and Merger Sub to effect consummate the Merger shall be are subject to the fulfillment at or prior to the Effective Time satisfaction of the following conditions: (a) if required by the Offer DGCL, this Agreement and the Merger shall have been consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment approved and pay for Shares and Preferred Shares pursuant to adopted by the Offer other than as a result stockholders of a failure of a condition thereofCompany; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the H-S-R HSR Act shall have expired or been terminated; (ce) there the Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no law, statute, rule or regulation, domestic or foreign, enacted or promulgated which is stop order suspending effectiveness shall be in effect and has no proceedings for such purpose shall be pending before or threatened by the effect of making the acquisition of Shares illegal or otherwise prohibits consummation of the MergerSEC; and (df) there shall not the shares of Parent Common Stock to be issued in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the Offer, the Merger or shall have been approved for listing on the acquisition by Purchaser NASDAQ National Market System, subject to official notice of Shares and Preferred Sharesissuance.