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 are further subject to satisfaction or waiver at or prior to the Closing of the following conditions: (i) The representations and warranties of the Company contained in this Agreement shall be true and correct as of the Effective Time as though made at and as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except where the failure of the representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (b) The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement; and (c) The Company shall have delivered to Parent a certificate to the effect that each of the conditions specified in (a) and (b) above is satisfied in all respects.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The Subject to Section 3.4(a), the obligations of the Parent and the Merger Sub to effect the Merger are further subject to the satisfaction or waiver by the Parent at or prior to the Closing of the following additional conditions: (ia) The each of the representations and warranties of the Company contained in this Agreement Article IV shall be true and correct (without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein) as of the Effective Time date of this Agreement and the Closing Date as though made at on and as of such time date (except to the extent such representations and warranties are expressly relate to an earlier made as of a specific date, in which case such representations and warranties shall be so true and correct on and as of such earlier datespecific date only), except in the case where the failure of the such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” correct, individually or “Material Adverse Effect” set forth therein) does in the aggregate, has not havehad, and would not reasonably be expected to have, a Company Material Adverse Effect; (b) since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change, or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company; (b) The Company shall have performed in all material respects all obligations required to be performed by it under this AgreementEffect; and (c) The the Company shall have delivered performed or complied in all material respects with its obligations required under this Agreement to Parent a certificate be performed or complied with on or prior to the effect that each of the conditions specified in (a) and (b) above is satisfied in all respectsClosing.