Common use of Conditions to Obligations of Parent and Merger Sub to Effect the Merger Clause in Contracts

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, 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 (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 (iv) where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and Section 6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Lawin its sole discretion) of the following further conditions: (a) (i) The Except as set forth below, the representations and warranties of the Company set forth in Section 3.6(a) this Agreement shall have been true and correct at and as of the date hereof and shall be true and correct, both when made and correct at and as of the Closing Date, Date as if made at and as of the Closing Date (except that the accuracy of those representations and warranties that address matters only as of a particular date shall be measured as of such timedate), except that any inaccuracies in such representations and warranties will be disregarded for purposes of this Section 7.2(a) if such inaccuracies (iiconsidered individually or collectively) do not have a Company Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties all “Company Material Adverse Effect” and other materiality qualifications limiting the scope of such representations and warranties shall be disregarded; provided further, that notwithstanding the foregoing, the representations and warranties of the Company set forth in Section 3.2(a), (d), (j), (k) and the first sentence of Section 3.2(b)(ii3.2(b) (Capitalization), Section 3.4 (Authority and Enforceability), Section 3.6 (Financial Statements), Section 3.7(b) (No Undisclosed Liabilities), Section 3.11(b), (c), (f), (g), (l), (m), (n), (q) and (r) (Regulatory) and Section 3.2(b)(iii3.16(b), (e) and (g) (Intellectual Property) that are qualified by materiality (considered collectively and individually) shall have been true and correct at and as of the date hereof and shall be true and correct (except for inaccuracies in such representations at and warranties that are de minimis relative to the total fully-diluted equity capitalization as of the Company), both when Closing Date as if made and at and as of the Closing Date, as if made and such representations and warranties that are not so qualified (considered collectively and individually) shall have been true and correct in all material respects at and as of such time, (iii) the representations date hereof and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, both when respects at and as of the Closing Date as if 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 that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date, and Parent shall have received a certificate dated the Closing Date signed on behalf of the Company by the President of the Company to such effect. (b) The Company shall have performed the obligations required to be performed by it under this Agreement at or prior to the Closing Date in all material respects. Parent shall have received a certificate signed on behalf of the Company by the President of the Company to such effect. (c) The Company shall have taken all corporate actions necessary to approve the transactions contemplated by this Agreement. The Company shall have furnished Parent and Merger Sub with a certificate of the Secretary of the Company, dated the Closing Date, certifying that: (i) attached thereto is a true and complete copy of resolutions adopted unanimously by the Board of Directors of the Company approving this Agreement and the Merger (such resolutions to be in form and substance reasonably satisfactory to Parent); (ii) attached thereto is a true and complete copy of resolutions adopted by the holders of at least a majority of the then outstanding Company Shares voting as a single class, holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of Preferred Stock, holders of at least a majority of the then outstanding shares of Class A Common Stock and holders of at least a majority of the then outstanding shares of Class B Common Stock adopting and approving this Agreement and the Merger (such resolutions to be in form and substance reasonably satisfactory to Parent); and (iviii) the other representations that such resolutions have not been amended and warranties of the Company set forth are in Article 3 (disregarding all materiality full force and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and at and effect as of the Closing Date. (d) There shall not have occurred since the date of this Agreement any event, as if made at and as of such time (except occurrence or change that has had or would reasonably be expected to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect. (be) No action, proceeding or litigation brought by any Government Entity of competent jurisdiction shall be pending before any court or other Governmental Entity seeking to (i) prevent consummation of the Merger, (ii) affect adversely the right of Parent to control the Company and the Subsidiaries of the Company in a material way; or (iii) restrain or prohibit Parent’s ownership or operation of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or compel Parent or any of its Subsidiaries or Affiliates to dispose of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole. No Order was given by a Government Entity of competent jurisdiction that has the effect mentioned in sub-clauses “(i)” through “(iii).” (f) The Chief Executive Officer and the Secretary of the Company shall have in all material respects performed all obligations executed and complied with all covenants required by this Agreement delivered to be performed or complied with by it prior to Parent the Effective TimeAllocation Certificate. (cg) The Stockholder Representative shall have duly executed and delivered the Escrow Agreement to Parent. (h) Each of the Employment and Noncompetition Agreements executed by the Key Employees shall be in full force and effect as of the Closing Date, except as may be caused by the Death and Disability (as defined in the applicable Employment and Noncompetition Agreement) of such Key Employee. (i) The Company shall have delivered to Parent a certificate, dated as of the Closing Date duly executed and signed by its Chief Executive Officer or another senior officer, certifying certified FIRPTA Certificate. (j) The Company shall have delivered to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfiedParent a duly executed CFO Certificate.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.2(a) (first and second sentences), Section 3.2(b) (first and second sentences), Section 3.2(c) (clauses (i), (ii) and (iii)) and Section 3.6(a) shall be true and correctcorrect in all respects, both when made and at and as of the Closing Date, as if made at and as of such timetime (except to the extent expressly made as of an earlier date, in which case as of such date), except, solely in respect of Section 3.2(a) (first and second sentences), Section 3.2(b) (first and second sentences), Section 3.2(c) (clauses (i), (ii) and (iii)), for de minimis inaccuracies; (ii) the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii) (other than first and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(asecond sentences), Section 3.3, Section 3.4(a)3.22, Section 3.19, Section 3.21, Section 3.22 3.23 and Section 3.24 3.25 shall be true and correct in all material respects, 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 (iviii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all respects, 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 (iviii) 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 Company Material Adverse Effect. (b) The Company 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 it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have occurred and be continuing any Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a), Section 6.3(b) and Section 6.3(b6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a3.2(a) (other than the last sentence thereof) and Section 3.12(a) shall be true and correct, both when made at and as of the date of this Agreement and at and as of the Closing DateClosing, as if made at and as of such time, (ii) the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct time (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when extent expressly made and at and as of the Closing Datean earlier date, as if made at and in which case as of such timedate), in each case, except for de minimis inaccuracies; (iiiii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a3.2(b), Section 3.193.3(a), Section 3.21, Section 3.22 3.3(b) and Section 3.24 3.26 shall be true and correct in all material respects, both when at and as of the date of this Agreement and at and as of Closing, 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); (iii) the representations and warranties of the Company set forth in Article 3 that are qualified by a “Company Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing DateClosing, 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 (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made at and as of the date of this Agreement and at and as of the Closing DateClosing, 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 (iv) 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 Company Material Adverse Effect. (b) The Company 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 it prior to the Effective TimeClosing. (c) Since the date of this Agreement, there shall not have occurred any event, change, occurrence, effect or development that has had, or is reasonably likely to have, a Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a), Section 6.3(b) and Section 6.3(b6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction or (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) waiver by Parent at or prior to the Closing of the following additional conditions: (a) (i) The representations and warranties each of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth contained in Section 3.2(a), Section 3.2(b)(ii3.2(c)(i), (ii) and (iv) (in each such clause of Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative 3.2(c), with respect to the total fully-diluted Company and the securities thereof or equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(ainterests therein), Section 3.3, Section 3.4(a3.4, Section 3.5(a)(i), Section 3.19, Section 3.21, Section 3.22 3.7(c) and Section 3.24 shall be true and correct in all material respectsrespects (other than, both when made in the case of Section 3.2(a), Section 3.2(c)(i), (ii) and at (iv) (in each such clause of Section 3.2(c), with respect to the Company and the securities thereof or equity interests therein), de minimis inaccuracies) as of the Closing Date, Date as if made at and as of such time (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); and , (ivii) each of the other representations and warranties of the Company set forth contained in Article 3 the first sentence of Section 3.1, Section 3.2(b), Section 3.2(c)(iii), Section 3.25 and Section 3.26 (disregarding all materiality and Company without giving effect to any materiality, Material Adverse Effect qualifications or similar qualifiers contained therein) shall be true and correct both when made and at and in all material respects as of the Closing Date, Date as if made at and as of such time (except to the extent expressly other than any such representation or warranty that is made as of an earlier a specified date, in which case representation or warranty shall be so true and correct as of such specified date) and (iii) the other representations and warranties of the Company contained in this Agreement (without giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein) shall be true and correct as of the Closing Date as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which representation or warranty shall be so true and correct as of such specified date), except with respect to this clause (iv) 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 Company Material Adverse Effect.Effect on the Company; (b) The the Company shall have performed or complied in all material respects performed all with its obligations and complied with all covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing; and (c) The Company Parent shall have delivered to Parent received a certificate, dated as certificate signed by an executive officer of the Closing Date and signed by its Chief Executive Officer or another senior officer, Company certifying as to the effect that the conditions matters set forth in Section 6.3(a6.2(a) and Section 6.3(b) have been satisfied6.2(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement Transactions are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth in Section 3.2(a4.1(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a4.2(a), Section 3.3, Section 3.4(a4.2(b), Section 3.194.2(c), Section 3.21, Section 3.22 4.4(a)(i) and Section 3.24 4.6(a) shall be true and correct in all material respects, both when made and respects at and as of the date hereof and 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, solely in respect of the first sentence of Section 4.2(a), Section 4.2(b) and Section 4.2(c) (solely with respect to the Company), for inaccuracies that do not exceed $5,000,000 in the aggregate; (ii) the representations and warranties of the Company set forth in Section 4.2(a) (other than the first sentence thereof), Section 4.3, Section 4.21, Section 4.22, Section 4.23 and Section 4.24, shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as if made at and as of such time (except to the extent made as of an earlier date, in which case at and as of such date); and (iviii) the other representations and warranties of the Company set forth in Article 3 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and in all respects at and as of the date hereof and 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 with respect to this clause (iviii) 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 Company Material Adverse Effect. (b) The Company 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 it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a7.3(a), Section 7.3(b) and Section 6.3(b7.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions to be effected at the Closing as contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiver in writing by Parent and Merger Sub Sub) at or prior to and as of the extent permitted by applicable Law) Effective Time of the following conditions: (a) (i) The the representations and warranties of the Company set forth in Section 3.6(a4.2(a) (except for the penultimate sentence thereof) and in Section 4.2(b) shall be true and correct, both when made and at other than any de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such timedate (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (ii) the representations and warranties of the Company set forth in Section 3.2(a4.1(a), in the penultimate sentence of Section 3.2(b)(ii4.2(a), in Section 4.2(c), in Section 4.2(d), in Section 4.3(a) and in the first sentence of Section 3.2(b)(iii) 4.21 shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization all material respects, as of the Company), both when made and at date of this Agreement and as of the Closing Date, as if though made at on and as of such timedate (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 4.10(b) shall be true and correct in all material respects, both when made and at as of the date of this Agreement and as of the Closing Date, as if through made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date); and , (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and IV which are qualified by a “Company Material Adverse Effect qualifications contained therein) Effect” qualification shall be true and correct both when made and at in all respects as so qualified, as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time date (except to the extent any such representation or warranty expressly made speaks as of an earlier a particular date, in which case only as of such particular date), and (v) the other representations and warranties of the Company set forth in Article IV which are not qualified by a “Company Material Adverse Effect” qualification shall be true and correct (without giving effect to any “materiality,” “in all material respects,” or similar qualifiers), as of the date of this Agreement and as of the Closing Date, as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of a particular date, in which case only as of such particular date), except with respect to this clause (iv) where the failure of for such representations and warranties failures to be so true and correct (without regard to any qualifications or exceptions contained as to “materiality,” “in all material respects” or similar qualifiers) as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company 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 it at or prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a7.3(a) and Section 6.3(b7.3(b) have been satisfied. (d) The Company shall have consummated the Preferred Stock Conversion. (e) The Stockholders Agreement shall be terminated and shall have no further force or effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further shall be subject to the satisfaction (or waiver by Parent and Merger Sub in writing at or prior to the extent permitted by applicable Law) Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a5.1, Section 5.3, Section 5.4 and Section 5.23 that (i) are not made as of a specific date shall be true and correct, both when made and at correct as of the date of this Agreement and as of the Closing DateClosing, as if though made at on and as of such timethe Closing, and (ii) are made as of a specific date shall be true and correct as of such date, except, in each case, for any inaccuracy in the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies 5.3 that results in such representations and warranties that are de minimis relative liability, cost or expense to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the Parent or Merger Sub. The representations and warranties of the Company set forth contained in the first sentence of this Agreement (other than those in Section 3.1(a)5.1, Section 3.35.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 5.4 and Section 3.24 5.23) that (i) are not made as of a specific date shall be true and correct in all material respects, 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 as of such date); and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) a specific date 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), in each case, except with respect to this clause (iv) 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 “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in Section 5.9(a)), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed or complied with, in all material respects performed all obligations respects, each of its obligations, agreements and complied with all covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective Time.; (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a9.3(a) and Section 6.3(b9.3(b); and (d) The Company shall have been satisfiedreceived the consents set forth on Section 9.3(d) of the Company Disclosure Letter.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further shall be subject to the satisfaction (or waiver by Parent and Merger Sub at or prior to the extent permitted by applicable Law) Closing Date of the following additional conditions: (a) (i) The representations and warranties of Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Company set forth in Section 3.6(a) 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, Effective Time; (iiii)(x) the representations and warranties of the Company set forth contained in Section 3.2(aSections 5.1, 5.2(a)(ii)(A), Section 3.2(b)(ii5.2(a)(iii), 5.4, 5.7(a), 5.14 and 5.22 shall be true and correct in all respects as of the date 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, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), (y) the representations and warranties of the Company contained in Sections 5.2(b) and Section 3.2(b)(iii5.8(b) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization all material respects as of the Company), both when made and at date of this Agreement and as of the Closing DateEffective 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, in which case such representation and warranty shall be true and correct in all material respects as if of such earlier date), (z) the representations and warranties of the Company contained in Section 5.3 shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as though made at on and as of such time, except that (A) the number of issued and outstanding Common Shares may be increased by the sum of (1) the number of Common Shares issuable upon the exercise of Options outstanding as of the date hereof, plus (2) up to 30,000 Common Shares issuable under the ESPP, plus (3) the number of Common Shares issuable as set forth in Schedule 9.3(a)(ii)(z)(A)(3) in the Company Disclosure Letter (up to the amount actually used for such purpose), plus (4) 85,000 Common Shares; and (B) the number of Common Shares reserved for issuance may be reduced by the amount associated with the exercise of outstanding Options, and (iii) the representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 this Agreement not referenced in clause (a) (ii) above shall be true and correct in all material respects, both when made and at respects as of the date of this Agreement and as of the Closing Date, Effective Time as if though made at on and as of such time (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case as of such date); representation and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) warranty shall be true and correct both when made and at and as of the Closing Date, as if made at and 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), interpreted without giving effect to the words “materially” or “material” or to any qualifications based on such terms or based on the defined term Company Material Adverse Effect, except with respect to this clause (iv) where the failure of all such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, has not had, or would not reasonably be expected to have a Company Material Adverse Effect.; (b) The Company Parent and Merger Sub shall have in all material respects performed all obligations received a certificate of the chief executive officer and complied with all covenants required by this Agreement to be performed or complied with by it prior chief financial officer of the Company as to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated as 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 6.3(a9.3(a); (c) Those individuals employed by the Company and Section 6.3(bthe Company Subsidiaries as of the date of this Agreement who (i) are no longer employed by the Company or a Company Subsidiary on the Closing Date or (ii) have given notice on or before the Closing Date of intention to terminate employment, if any, shall not have accounted for more than ten percent (10%) of the total net fees and commissions of the Company and the Company Subsidiaries (on a consolidated basis) reported in the Company’s Financial Statements as of and for the twelve months ended December 31, 2006. For purposes of this Section 9.3(c), an individual will be deemed to have accounted for those net fees and commissions that are coded to him or her, as producer, on the books and records (including electronic database) of the Company and the Company Subsidiaries that have been satisfiedmade available to Parent; and (d) The Appraisal Shares shall not constitute more than ten percent (10%) of the outstanding Common Shares of the Company immediately prior to the Closing.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further shall be subject to the satisfaction (or waiver by Parent and Merger Sub Parent) at or prior to the extent permitted by applicable Law) Effective Time of the following additional conditions: (a) (i) The representations and warranties Each of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth contained in (i) Section 3.2(a2.1, Section 2.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a2.2(b), Section 3.3, Section 3.4(a2.2(d), Section 3.192.3(a), Section 3.212.3(b), Section 3.22 2.3(c)(i), Section 2.4(a), Section 2.4(b), Section 2.9 and Section 3.24 2.21 shall be true and correct in all material respects, both when made and respects 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 that by their terms address matters only as of an earlier dateanother specified date or time, which shall be true and correct in which case all material respects only as of such date); date or time) and (ivii) the this Agreement other representations and warranties than those Sections specifically identified in clause (i) of the Company set forth in Article 3 this Section 5.3(a) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 that by their terms address matters only as of an earlier dateanother specified date or time, in which case shall be true and correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), except with respect to only such exceptions, in the case of this clause (ivii) where the failure of such representations only, as have not had and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2(a), Section 2.2(b) or Section 2.2(d) would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $3,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed or complied with, in all material respects performed respects, all obligations of the obligations, agreements and complied with all covenants required by under this Agreement to be performed or complied with by it at or prior to the Effective Time.; (c) Since the Company Balance Sheet Date, there shall not have occurred any change, event, circumstance, development or effect that has had, individually or in the aggregate, a Company Material Adverse Effect; and (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an executive officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a5.3(a) and through Section 6.3(b) have been satisfied5.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement hereby are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a3.2(a), Section 3.2(c) and the first sentence of Section 3.12 shall be true and correctcorrect in all respects, both when made and at and as of the Closing Date, as if made at and as of such timetime (except to the extent expressly made as of an earlier date, in which case as of such date), other than, solely in respect of Section 3.2(a) and Section 3.2(c), de minimis inaccuracies; (ii) the representations and warranties of the Company set forth in Section 3.2(a3.3(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.213.17, Section 3.22 and Section 3.24 3.23 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects, 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 (iviii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 (iviii) where the failure of such representations and warranties to be so true and correct has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company 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 it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have been any Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a), Section 6.3(b) and Section 6.3(b6.3(c) have been satisfied. (e) None of the consents, approvals, clearances, and other authorizations or expirations referenced in Schedule 6.1(c) shall have resulted in, and no Legal Restraint arising under any of the antitrust Laws relating to such consents, approvals, clearances or other authorizations or expirations shall have been issued, enacted, rendered, promulgated, enforced or deemed applicable by any Governmental Entity of any jurisdiction set forth on Schedule 6.1(c) that would impose, an MAE Detriment.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Section 3.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) Article III that are qualified by a “Company Material Adverse Effect” shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and as so qualified at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, both when made and 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 as of relates to an earlier date, in which case as of such date); and , (ivii) the other representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article 3 (disregarding all materiality and III that are not qualified by a “Company Material Adverse Effect qualifications Effect” (without giving any effect to materiality or similar qualifiers contained therein) shall be true and correct both when made and 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 as of relates to an earlier date, in which case as of such date), except with respect to this clause (iv) 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 Company Material Adverse Effect, and (iii) the representations and warranties of the Company set forth in Sections 3.2(a), 3.2(c) and 3.2(f)(ii) shall be true and correct in all but de minimis respects 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) and (iv) the representations and warranties of the Company set forth in Sections 3.2(b) and 3.2(d) shall be true and correct in all material respects 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). (b) The Company shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect that is continuing. (d) The Company shall have delivered to Parent 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 6.3(a), 6.3(b) and Section 6.3(b6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations obligation of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are is further subject to the satisfaction fulfillment (or the waiver by Parent and Merger Sub Parent, to the extent permitted by permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a) Article III that are qualified by a “Material Adverse Effect” qualification shall be true and correct, correct in all respects as so qualified 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 (except to the extent expressly made as of an earlier date, in which case as of such timedate), (ii) other than the first sentence of Section 3.1(a), Section 3.2(a), Section 3.2(b), Section 3.3(a), Section 3.10(b) and Section 3.18, the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) Article III that are not qualified by a “Material Adverse Effect” qualification shall be true and correct (except determined for inaccuracies this purpose without giving effect to any materiality qualifications contained therein (other than those included in such representations the reference to “material weakness” in Section 3.5 and warranties that are de minimis relative to the total fully-diluted equity capitalization in Sections 3.9(a) and 3.9(i), Section 3.14, Section 3.15(a) and Section 3.16(a))) both at and as of the Company), both when made date of this Agreement and at and as of the Closing Date, Date as if though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such timedate), except where such failures to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a3.2(b), Section 3.19, Section 3.21, Section 3.22 3.3(a) and Section 3.24 3.18 shall be true and correct in all material respects, respects 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); and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 Date (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to of the Company set forth in Section 3.2(a) shall be so true and correct would not have, individually or in all but any de minimis respects and (v) the aggregate, a representations and warranties of the Company Material Adverse Effectset forth in Section 3.10(b) shall be true and correct in all 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. (b) The Company 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 it prior to the Effective Time. (c) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officera duly authorized executive officer of the Company, certifying to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction (or waiver by Parent and Merger Sub at or prior to the extent permitted by applicable Law) Closing of the following additional conditions: (a) (i) The representations and warranties each of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth (i) contained in Section 3.2(a), Section 3.2(b)(ii3.2(c) (only in respect of securities of the Company and other than clause (C) thereof), and Section 3.7(b) shall be true and correct in all respects (other than, in the case of Section 3.2(a) and Section 3.2(b)(iii3.2(c), for any de minimis inaccuracies) as of the Closing Date as though made on and as of such date (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), (ii) contained in Section 3.2(b) (other than the last sentence thereof), Section 3.3, Section 3.4, Section 3.24, Section 3.26 and Section 3.27 (together with the Sections of this Agreement referred to in the immediately preceding clause (i), the “Company Specified Representations”) shall be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) in all material respects as of the Closing Date as though made on and as of such date (except for inaccuracies in to the extent such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when expressly made and at and as of the Closing Datea specific date, as if made at in which case such representations and warranties shall be so true and correct as of such time, specific date only) and (iii) the representations and warranties of contained in Article III (other than the Company set forth in the first sentence of Section 3.1(aSpecified Representations), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, both when made and at and (without giving effect to any materiality or “Company Material Adverse Effect” qualifications 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 date); and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 datespecific date only), except with respect to in the case of this clause (iviii) 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 Company Material Adverse Effect.; (b) The the Company shall have performed or complied in all material respects performed all with its obligations and complied with all covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective Time.Closing; and (c) The Company Parent shall have delivered to Parent received a certificate, dated as certificate signed by an executive officer of the Closing Date and signed by its Chief Executive Officer or another senior officerCompany certifying, certifying on behalf of the Company, as to the effect that the conditions matters set forth in Section 6.3(a6.2(a) and Section 6.3(b) have been satisfied6.2(b).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further shall be subject to the satisfaction (or waiver by Parent and Merger Sub Parent) at or prior to the extent permitted by applicable Law) Effective Time of the following additional conditions: (a) (i) The representations and warranties Each of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth contained in (i) Section 3.2(a2.1, Section 2.2(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a2.2(b), Section 3.3, Section 3.4(a2.2(d), Section 3.192.3(a), Section 3.212.3(b), Section 3.22 2.3(c)(i), Section 2.4(a), Section 2.4(b), Section 2.9 and Section 3.24 2.21 shall be true and correct in all material respects, both when made and respects 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 that by their terms address matters only as of an earlier dateanother specified date or time, which shall be true and correct in which case all material respects only as of such date); date or time) and (ivii) the this Agreement other representations and warranties than those Sections specifically identified in clause (i) of the Company set forth in Article 3 this Section 5.3(a) (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) 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 that by their terms address matters only as of an earlier dateanother specified 66 date or time, in which case shall be true and correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), except with respect to only such exceptions, in the case of this clause (ivii) where the failure of such representations only, as have not had and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2(a), Section 2.2(b) or Section 2.2(d) would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $3,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed or complied with, in all material respects performed respects, all obligations of the obligations, agreements and complied with all covenants required by under this Agreement to be performed or complied with by it at or prior to the Effective Time.; (c) Since the Company Balance Sheet Date, there shall not have occurred any change, event, circumstance, development or effect that has had, individually or in the aggregate, a Company Material Adverse Effect; and (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by its Chief Executive Officer or another senior officer, an executive officer of the Company and certifying as to the effect that satisfaction of the conditions set forth specified in Section 6.3(a5.3(a) and through Section 6.3(b) have been satisfied5.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction fulfillment (or or, if permissible under Law, written waiver by Parent and Merger Sub to the extent permitted by applicable LawSub) of the following conditions: (a) (i) The the representations and warranties of the Company set forth in Section 3.6(a3.2 (other than those in Section 3.2(e), Section 3.2(f) and Section 3.2(g)), Section 3.9(d) and Section 3.9(g) shall be true and correctcorrect in all respects, both when made and at as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such timedate (except to the extent any such representation and warranty expressly speaks 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 are de minimis, (ii) the representations and warranties of the Company set forth in Section 3.2(a3.1, Section 3.2(e), Section 3.2(b)(ii3.2(f) and Section 3.2(b)(iii) 3.2(g), Section 3.3(a), Section 3.17 and Section 3.19 shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization all material respects as of the Company), both when made and at date of this Agreement and as of the Closing Date, as if though made at on and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 shall be true and correct in all material respects, both when made and at and as of the Closing Date, as if made at and as of such time date (except to the extent expressly made any such representation and warranty speaks as of an earlier date, in which case as of such earlier date); ) and (iviii) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) III shall be true and correct both when made and at (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers, except in the case of Section 3.10(b)) as of the date of this Agreement 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 (iv) where the failure of such representations and warranties to be so true and correct would (without regard to any qualifications or exceptions contained as to “materiality” “in all material respects” or “Company Material Adverse Effect” or similar qualifiers, except in the case of Section 3.10(b), contained in such representations and warranties) have not havehad, individually or in the aggregate, a Company Material Adverse Effect. Solely for the purposes of clause (i) above, if one or more inaccuracies in or breaches of Section 3.2 (other than those in Section 3.2(e), Section 3.2(f) and Section 3.2(g)), Section 3.9(d) and Section 3.9(g) would cause the aggregate amount required to be paid by Parent or Merger Sub pursuant to Article II to increase by $12,500,000 or more, such inaccuracy or inaccuracies will be considered more than “de minimis” and such condition will be deemed not to have been satisfied. (b) The Company 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 it at or prior to the Effective TimeClosing. (c) The Company shall have delivered to Parent 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 6.3(a), Section 6.3(b) and Section 6.3(b6.3(d) have been satisfied. (d) The amount of Available Funds is equal to or greater than the Funding Amount as of the opening of business (New York time) on the Closing Date. (e) The CFIUS Approval shall have been obtained.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction or (or waiver by Parent and Merger Sub to the extent permitted by applicable Law) waiver by Parent at or prior to the Closing of the following additional conditions: (a) (i) The representations and warranties each of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth (i) contained in Section Sections 3.2(a), Section 3.2(b)(ii3.2(c)(i), (c)(ii) and (c)(iv) (in each such clause of Section 3.2(b)(iii3.2(c), with respect to the Company and the securities thereof or equity interests therein) and 3.7(c) shall be true and correct in all respects (other than, in the case of Sections 3.2(a) and 3.2(c)(i), (c)(ii) and (c)(iv) (in each such clause of Section 3.2(c), with respect to the Company and the securities thereof or equity interests therein), de minimis inaccuracies) as of the Closing Date as though made on and as of such date (except for inaccuracies in to the extent such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when expressly made and at and as of the Closing Datea specific date, as if made at in which case such representations and warranties shall be so true and correct as of such timespecific date only), (iiiii) the representations and warranties of the Company set forth contained in the first sentence and last sentences of Section 3.1(a3.2(b), Section 3.3, Section 3.4(a3.4, Section 3.24, Section 3.25, Section 3.26 and Section 3.27 (together with the Sections of this Agreement referred to in clause (i), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 the “Company Fundamental Representations”) shall be true and correct in all material respects, both when made and at and without giving effect to any materiality or “Company Material Adverse Effect” qualifications 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 date); specific date only) and (iviii) the contained in this Agreement (other representations and warranties of than the Company set forth in Article 3 (disregarding all Fundamental Representations), without giving effect to any materiality and or “Company Material Adverse Effect Effect” qualifications contained therein) , shall be true and correct both when made and at 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 such representations and warranties shall be so true and correct as of such datespecific date only), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (b) the Company 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; (c) since the date of this Agreement, there shall not have been any event, circumstance, occurrence, effect, fact, development or change that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.; and (bd) The Company Parent shall have in all material respects performed all obligations and complied with all covenants required received a certificate signed by this Agreement to be performed or complied with by it prior an executive officer of the Company certifying as to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a6.2(a), Section 6.2(b) and Section 6.3(b) have been satisfied6.2(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement Contemplated Transactions are further subject to the satisfaction (or waiver by Parent Pxxxxx and Merger Sub to the extent permitted by applicable Law) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a) 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, (ii) the representations and warranties of the Company set forth in Section 3.2(a4.1(a), Section 3.2(b)(ii) and Section 3.2(b)(iii) shall be true and correct (except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a4.2(a), clauses (i) through (viii) of Section 4.2(b), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 4.2(c) (solely with respect to the Company) and Section 3.24 4.6(a) shall be true and correct in all material respects, both when made and respects at and as of the date hereof and 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, solely in respect of the first sentence of Section 4.2(a), clauses (i) through (viii) of Section 4.2(b) and Section 4.2(c) (solely with respect to the Company), for inaccuracies that do not exceed $50,000,000 in the aggregate; (ii) the representations and warranties of the Company set forth in Section 4.2(a) (other than the first sentence thereof), Section 4.3, Section 4.21, Section 4.22 and Section 4.23, shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as if made at and as of such time (except to the extent made as of an earlier date, in which case at and as of such date); and (iviii) the other representations and warranties of the Company set forth in Article 3 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct both when made and in all respects at and as of the date hereof and 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 with respect to this clause (iviii) 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 Company Material Adverse Effect. (b) The Company 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 it prior to the Effective Time. (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) The Company shall have delivered to Parent 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 6.3(a7.3(a), Section 7.3(b) and Section 6.3(b7.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are further subject to the satisfaction fulfillment (or waiver by Parent and Merger Sub to the extent permitted by applicable LawSub) of the following conditions: (a) (i) The representations and warranties of the Company set forth in Section 3.6(a3.2(a) and Section 3.2(b)(i) shall be true and correct, both when made and at correct in all respects (except for only de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as if though made at on and as of the Closing Date (except to the extent any such timerepresentation and warranty expressly is made as of a different date, in which case as of such date), (ii) the representations and warranties of the Company set forth in Section 3.1(b), Section 3.1(c), Section 3.2 (other than Section 3.2(a), Section 3.2(b)(ii3.2(b)(i), Section 3.2(c) and Section 3.2(b)(iii) 3.2(e)), Section 3.3(a), Section 3.16 and Section 3.22 shall be true and correct (except for inaccuracies without giving effect to any “materiality,” “in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization all material respects,” “Company Material Adverse Effect” or similar qualifiers) in all material respects as of the Company), both when made and at date of this Agreement and as of the Closing Date, as if though made at on and as of the Closing Date (except to the extent any such timerepresentation and warranty expressly is made as of a different date, in which case as of such date), (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 Sections 3.10(a)(ii) and Section 3.24 3.10(b) shall be true and correct in all material respects, both when made and at respects as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time the Closing Date (except to the extent any such representation and warranty expressly is made as of an earlier a different date, in which case as of such date); ) and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) III shall be true and correct both when made and at (without giving effect to any “materiality,” “in all material respects,” “Company Material Adverse Effect” or similar qualifiers) as of the date of this Agreement and as of the Closing Date, as if though made at on and as of such time the ​ Closing Date (except to the extent any such representation and warranty expressly is made as of an earlier a different date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) The Company shall have delivered to Parent 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 6.3(a) and Section 6.3(b) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations obligation of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are is further subject to the satisfaction fulfillment (or the waiver by Parent and Merger Sub Parent, to the extent permitted by permissible under applicable Law) at or prior to the Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in the first sentence of Section 3.6(a3.1(a), Section 3.3(a) and Section 3.18 shall be true and correct, both when made and at correct in all material respects as of the date hereof and as of the Closing Date, Date as if though made at on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such timedate), (ii) the representations and warranties of the Company set forth in Section 3.2(a), Section 3.2(b)(ii), Section 3.2(b)(iii), Section 3.2(b)(iv) and Section 3.2(b)(iii3.2(b)(v) shall be true in all respects as of the date hereof and correct as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except for inaccuracies in such representations and warranties that are de minimis relative to the total fully-diluted equity capitalization of the Company), both when made and at and as of the Closing Date, as if made at and as of such time, (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.3, Section 3.4(a), Section 3.19, Section 3.21, Section 3.22 and Section 3.24 3.10(b) shall be true and correct in all material respects, both when made and at respects as of the date hereof and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date); ) and (iv) the other representations and warranties of the Company set forth in Article 3 III (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) (other than those included in the reference to “material weakness” in Section 3.5 and in Section 3.16(a)) shall be true and correct both when made and at as of the date hereof and as of the Closing Date, Date as if though made at on and as of such time the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties failures to be so true and correct would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company 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 it prior to the Effective Time. (c) Since the date of this Agreement there shall not have occurred a Material Adverse Effect that is continuing. (d) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officera duly authorized executive officer of the Company, certifying to the effect that the conditions set forth in Section 6.3(a), Section 6.3(b) and Section 6.3(b6.3(c) have been satisfied.