Common use of Conditions to Obligations of Parent and Merger Sub Under This Agreement Clause in Contracts

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties (i) set forth in the first and second sentences of Section 3.2(a) shall be true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps (other than the representations and warranties listed in the immediately preceding clause (i)) shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has 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 the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date. (c) Since the date hereof, there shall not have been a Company Material Adverse Effect. (d) Pxxxxx shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Xxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The Each representation and warranty of the Company (i) contained in Section 3.1 (Corporate Organization), Sections 3.2(b)-(e) (Capitalization), 3.3 (Authority; Execution and Delivery; Enforceability) and Section 3.20 (Broker’s Fees) that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all material respects at and as of the date hereof and the Closing Date, as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (iwhich need only be true and correct in all material respects as of such date or time), and (B) set forth are qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) at and as of the first date hereof and second sentences the Closing Date, as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all respects as of such date or time), (ii) contained in Section 3.2(a) (Capitalization) shall be true and correct in all but respects (except for any de minimis respects, other than inaccuracies) at and as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect Date, as though made as of such the Closing Date, except for representations and warranties that relate to a specific date or time (except to the extent expressly made as of an earlier date, which need only be true and correct in which case all respects as of such earlier datedate or time), (iiiii) set forth contained in the Company Fundamental Reps first sentence of Section 3.6 (other than the representations and warranties listed in the immediately preceding clause (i)Absence of Certain Changes or Events) shall be true and correct in all material respects, respects at and as of the date hereof and as of the Closing Date with the same effect Date, as though made as of such date (except to on the extent expressly made as of an earlier date, in which case as of such earlier date)Closing Date, and (iiiiv) otherwise set forth in Article 3 ARTICLE 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein (provided, however, that the foregoing shall not apply to the applicable portions of Sections 3.12(a), 3.15(a), 3.15(b), 3.17(a), 3.18(a), 3.24(a) and 3.24(b) or the applicable portions of any of the other than the representations and warranties listed set forth in ARTICLE 3 requiring the immediately preceding clauses (i) listing of matters and (ii)which are qualified by materiality or similar qualifications) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” at and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect Date, as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (or time) and except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has not had, and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement and be continuing. (d) Pxxxxx The Company shall have received delivered to Parent a certificate signed on behalf certificate, dated as of the Company Closing Date and signed by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first Sections 3.1 (Corporate Organization), 3.3 (Authority; Execution and second sentences of Section 3.2(aDelivery; Enforceability) and 3.18 (Broker’s Fees) shall be have been true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and material respects as of the Closing Date with the same effect as though made as date of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps (other than the representations this Agreement and warranties listed in the immediately preceding clause (i)) shall be true and correct in all material respects, as of the date hereof respects at and as of the Closing Date with the same effect as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time); (except to the extent expressly made ii) contained in Section 3.2(a) (Capitalization) shall have been true and correct as of an earlier date, in which case as the date of such earlier date), this Agreement and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof at and as of the Closing Date with the same effect as though made on the Closing Date, except for (A) representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), or (except to B) inaccuracies which would not (x) increase the extent expressly made aggregate Merger Consideration payable in the Merger by more than a de minimis amount and (y) are not otherwise material, (iii) contained in Section 3.6(b) (Absence of Certain Changes or Events) shall have been true and correct in all respects as of an earlier date, in which case as of such earlier date), except, in the case date of this clause (iii), where the failure to Agreement and shall be true and correct in all respects at and as of the Closing Date as though made on the Closing Date and (iv) otherwise set forth in Article 3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar materiality qualifications contained therein, shall be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date or time), except as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all covenants and agreements required to be performed or complied with by it under this the Merger Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement and be continuing. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent The Company shall have obtained delivered to Parent a statement and notice in accordance with Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h)(1)(i), dated within 30 days prior to the Debt Financing necessary Closing Date and in form and substance reasonably acceptable to Parent along with written authorization for consummation of Parent to deliver such statement and notice form to the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) IRS on behalf of the Company Disclosure Scheduleupon Closing.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first and second sentences of Section 3.2(a) (Capitalization) shall be true and correct in all but respects (other than de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof exceptions) at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; (ii) set forth contained in the Company Fundamental Reps Sections 3.1 (other than the representations Corporate Organization), 3.3 (Authority; Execution and warranties listed in the immediately preceding clause Delivery; Enforceability) and 3.18 (i)Broker’s Fees) shall be true and correct in all material respects, as of the date hereof respects at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; and (iii) set forth in Article 3 (other than the representations and warranties listed referenced in the immediately preceding foregoing clauses (i) and (ii)) ), without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that expressly relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), except, in the case of this clause (iii), where the failure to be true and correct except as has not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. (b) The Company shall have performed and complied with in all material respects the all covenants and agreements required to be performed or complied with by it under this the Merger Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereofof this Agreement, there shall has not been any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have been a Company Material Adverse Effect. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c6.3(b) have been satisfied. (e) Parent The Company shall have obtained delivered to Parent a statement in accordance with Treasury Regulations Sections 1.897-2(h) for purposes of satisfying the Debt Financing necessary for consummation requirements of the MergerTreasury Regulations Section 1.1445-2(c)(3). (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The (i) the representations and warranties of the Company contained in Section 3.6(b) shall be true in all respects as of the date of this Agreement and at and as of the Effective Time, (iii) the representations and warranties of the Company contained in Section 3.1(a), Section 3.2(c), Section 3.3, and Section 3.25 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true in all material respects as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified date or time, which need only be true as of such date or time), (iii) the representations and warranties of the Company set forth in the first and second sentences of Section 3.2(a) shall be true and correct in all but de minimis respects, other than respects as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof of this Agreement and as of the Closing Date with the same effect Effective Time as though if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another date or specified time, which need only be true as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), and (iiiv) set forth in the Company Fundamental Reps (other than the representations and warranties listed of the Company contained in the immediately preceding clause Article 3 (i)disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct in all material respects, as of the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified date or time, which need only be true only as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), exceptwith, in the case of this clause (iii)iv) only, where the failure to be true and correct has not had, and only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed and complied with in all material respects the all covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement. (d) Pxxxxx The Company shall have received delivered to Parent a certificate signed on behalf certificate, dated as of the Company Closing Date and signed by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections Section 6.3(a), 6.3(b) and 6.3(cSection 6.3(b) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties of the Company (i) set forth in Section 3.1 (Corporate Organization), Section 3.3 (Authority; Execution and Delivery; Enforceability) and Section 3.18 (Broker’s Fees) that (A) are not qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all material respects at and as of the first Closing Date as though made on the Closing Date (except for representations and second sentences warranties that relate to a specific date or time, which need only be so true and correct in all material respects as of such date or time) and (B) that are qualified by Company Material Adverse Effect or other materiality qualifications shall be true and correct in all respects, in each case, at and as of the Closing Date as though made on the Closing Date (except for representations and warranties that relate to a specific date or time, which need only be so true and correct in all respects as of such date or time); (ii) set forth in Section 3.2(a3.6(b) (Absence of Certain Changes) shall be true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof in each case, at and as of the Closing Date with the same effect as though made as of such date on the Closing Date; (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (iiiii) set forth in the Company Fundamental Reps Section 3.2(a) (other than the representations and warranties listed in the immediately preceding clause (i)Capitalization) shall be true and correct in all material respects, as of the date hereof subject only to de minimis inaccuracies, at and as of the Closing Date with the same effect as though made (except for representations and warranties that relate to a specific date or time, which need only be so true and correct in all respects, subject only to de minimis inaccuracies, as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), and (iiiiv) otherwise set forth in Article 3 (3, without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) similar qualifications contained therein, shall be true and correct (disregarding in all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof respects at and as of the Closing Date with the same effect as though made on the Closing Date (except for representations and warranties that relate to a specific date or time, which need only be true and correct in all respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), except, in the case of this clause (iii), except where the failure failures to be so true and correct has have not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all obligations, covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties (i) Each representation and warranty of the Company set forth in the first and second sentences of Section 3.2(a) shall be true and correct in all but respects other than de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof inaccuracies at and as of the Closing Date with date of this Agreement and as of the same effect as though made Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct other than de minimis inaccuracies as of such date (except or time); provided that any such de minimis inaccuracies would not reasonably be expected to result in additional costs, expenses, liabilities or payments in connection with the extent expressly made as Transactions in excess of an earlier date, $1,000,000 in which case as of such earlier date)the aggregate, (ii) each representation and warranty of the Company set forth in the Company Fundamental Reps (other than the representations Section 3.1, Section 3.3, Section 3.6(b) and warranties listed in the immediately preceding clause (i)) Section 3.18 shall be true and correct in all material respects, at and as of the date hereof of this Agreement and as of the Closing Date with the same effect Effective Time as though made at the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), or time) and (iii) each representation and warranty of the Company set forth in Article 3 (other than the representations and warranties listed those set forth in the immediately preceding clauses clause (i) and clause (ii)) , without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” at and words of similar import set forth therein) as of the date hereof of this Agreement and as of the Closing Date with the same effect Effective Time as though made at the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), except, in the case of this clause (iii), where the failure to be true and correct except as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all covenants and agreements required to be performed or complied with by it under this the Merger Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there shall not have been a No Company Material Adverse EffectEffect shall have occurred after the date of this Agreement. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent The Company shall have obtained delivered to Parent a statement in accordance with Treasury Regulations Sections 1.897-2(h) for purposes of satisfying the Debt Financing necessary for consummation requirements of the MergerTreasury Regulations Section 1.1445-2(c)(3). (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties (i) set forth in the first and second sentences of Section 3.2(a) shall be true and correct in all but respects (except for any de minimis respectsinaccuracies), other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps (other than the representations and warranties listed in the immediately preceding clause (i)) shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” ”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has 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 the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date. (c) Since the date hereof, there shall not have been a Company Material Adverse EffectEffect under clause (b) of the definition thereof. (d) Pxxxxx Parent shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, Company stating that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c6.3(b) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first and second sentences of Section 3.2(a) (Capitalization) shall be true and correct in all but respects (other than de minimis respects, other than exceptions) as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; (ii) set forth contained in the Company Fundamental Reps Sections 3.1 (other than the representations Corporate Organization), 3.3 (Authority; Execution and warranties listed in the immediately preceding clause Delivery; Enforceability) and 3.19 (i)Broker’s Fees) shall be true and correct in all material respects, respects as of the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; and (iii) set forth in Article 3 (other than the representations and warranties listed referenced in the immediately preceding foregoing clauses (i) and (ii)) ), without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that expressly relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), except, in the case of this clause (iii), where the failure to be true and correct except as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied with in all material respects the all covenants and agreements required to be performed or complied with by it under this the Merger Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereofof this Agreement, there shall has not been any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have been a Company Material Adverse Effect. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c6.3(b) have been satisfied. (e) Parent The Company shall have obtained delivered to Parent a statement satisfying the Debt Financing necessary for consummation requirements of the Merger. (fTreasury Regulations Sections 1.897-2(h) Parent shall have received from and 1.1445-2(c)(3) certifying that interests in the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by are not “United States real property interests” within the Company and each meaning of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f897(c) of the Company Disclosure ScheduleCode.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Xxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties (i) set forth in Sections 3.2(a) and 3.2(b) and clause (b) of the first and second sentences sentence of Section 3.2(a) 3.6 shall be true and correct in all but respects (except, in the case of Sections 3.2(a) and 3.2(b), for any de minimis respectsinaccuracies), other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps Representations (other than the representations and warranties listed in the immediately preceding clause (i)) (x) that are qualified by “Company Material Adverse Effect” shall be true and correct as so qualified as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (y) that are not qualified by “Company Material Adverse Effect” shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) set forth in Article 3 III (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” or “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has 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 the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date. (c) Since the date hereof, there shall not have been a Company Material Adverse Effect. (d) Pxxxxx Xxxxxx shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, Company stating that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Parent and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first and second three sentences of Section 3.2(a) (Capitalization) shall be true and correct in all but respects (other than de minimis respects, other than exceptions) as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; (ii) set forth contained in the Company Fundamental Reps Sections 3.1 (Corporate Organization), 3.2(a) (Capitalization) (other than the representations first three sentences of such section), 3.3 (Authority; Execution and warranties listed in the immediately preceding clause Delivery; Enforceability), and 3.19 (i)Broker's Fees) shall be true and correct in all material respects, respects as of the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), ; and (iii) set forth in Article 3 ARTICLE III (other than the representations and warranties listed referenced in the immediately preceding foregoing clauses (i) and (ii)) ), without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof of this Agreement and at and as of the Closing Date with the same effect Effective Time as though made at and as of the Effective Time, except for representations and warranties that expressly relate to a specific date or time (which need only be true and correct as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), except, in the case of this clause (iii), where the failure to be true and correct except as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true or correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied with in all material respects the all covenants and agreements required to be performed or complied with by it under this the Merger Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereofof this Agreement, there shall has not been any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have been a Company Material Adverse Effect. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent The Company shall have obtained the Debt Financing necessary for consummation delivered to Parent a statement, dated as of the MergerClosing Date and in form and substance reasonably satisfactory to Parent, satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifying that interests in the Company are not "United States real property interests" within the meaning of Section 897(c) of the Code. (f) Each of the (i) Exclusive Channel Collaboration Agreement, dated October 5, 2012, by and between Intrexon Corporation and the Company, as amended through the date hereof (the "2012 Channel Collaboration Agreement"), and (ii) Exclusive Channel Collaboration Agreement, dated December 31, 2015, by and between Intrexon Corporation and the Company, as amended through the date hereof (the "2015 Channel Collaboration Agreement" and, together with the 2012 Channel Collaboration Agreement, the "Channel Collaboration Agreements"), shall be in effect in accordance with the same material terms and material conditions as in effect as of the date hereof, except as for any amendments to either of the Channel Collaboration Agreements (A) as have been consented to by Parent or (B) made in accordance with Section 5.1, and neither party thereto shall be in material breach thereof; provided, that for purposes of this Section 6.3(f), a failure of any Committee (as defined in the applicable Channel Collaboration Agreement) to timely meet as provided by the applicable Channel Collaboration Agreement shall not be deemed to be a material breach of such Channel Collaboration Agreement, except to the extent such failure is claimed in any Proceeding by Intrexon Corporation to be a material breach, or otherwise to entitle Intrexon Corporation to material damages or the right to terminate such Channel Collaboration Agreement. (g) The holders of no more than 8% of the then-outstanding Company Shares, calculated immediately prior to the Effective Time, shall have received from the Company restrictive covenant agreements exercised or amendments purported to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in exercise statutory appraisal rights under Section 6.3(f) 262 of the DGCL with respect to such Company Disclosure ScheduleShares or shares of Common Stock.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx and Parxxx xxd Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first and second two sentences of Section 3.2(a) shall be true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date 3.1 (except to the extent expressly made as of an earlier date, in which case as of such earlier dateCorporate Organization), Section 3.3 (iiAuthority; Execution and Delivery; Enforceability), Section 3.4(a)(i) set forth in the Company Fundamental Reps (other than the representations No Conflict), Section 3.21 (Opinion of Financial Advisor) and warranties listed in the immediately preceding clause Section 3.22 (i)Broker’s Fees) shall be true and correct in all material respects, respects at and as of the date hereof of this Agreement and at and as of the Closing Date with the same effect as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and ; (ii)) contained in Section 3.2(a) (Capitalization) shall be true and correct (disregarding except for de minimis inaccuracies) in all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” respects at and words of similar import set forth therein) as of the date hereof of this Agreement and at and as of the Closing Date with the same effect as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), (except to the extent expressly made iii) contained in Section 3.6(b) shall be true and correct in all respects at and as of an earlier datethe date of the Agreement and at and as of the Closing Date; and (iv) otherwise set forth in Article 3, in without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which case need only be true and correct as of such earlier datedate or time), except, except in the case of this clause (iii), where the failure to be true and correct iv) as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true and correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement and be continuing. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections Section 6.3(a), Section 6.3(b) ), and Section 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations and warranties (i) set forth in the first Sections 3.2(a) and second sentences 3.3(d) and clause (b) of Section 3.2(a) 3.6 shall be true and correct in all but respects (except, in the case of Section 3.2(a), for any de minimis respectsinaccuracies), other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (ii) set forth in the Company Fundamental Reps Representations (other than the representations and warranties listed in the immediately preceding clause (i)) shall be true and correct in all material respects, as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) set forth in Article 3 III (other than the representations and warranties listed in the immediately preceding clauses (i) and (ii)) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” or “Company Material Adverse Effect” and words of similar import set forth therein) as of the date hereof and as of the Closing Date with the same effect as though made as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iii), where the failure to be true and correct has 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 the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Date. (c) Since the date hereof, there shall not have been a Company Material Adverse Effect. (d) Pxxxxx The State PUC Approvals and the Local Franchise Authority Approvals shall have been obtained. (e) Parent shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, Company stating that the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.

Conditions to Obligations of Parent and Merger Sub Under This Agreement. The obligations of Parent and Merger Sub to effect the Merger are further subject to the fulfillment (or waiver by Pxxxxx Xxxxxx and Merger Sub) at or prior to the Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of the Company (i) set forth contained in the first and second two sentences of Section 3.2(a) shall be true and correct in all but de minimis respects, other than as resulting from permitted exercises of existing outstanding Company Stock Options following the date hereof and as of the Closing Date with the same effect as though made as of such date 3.1 (except to the extent expressly made as of an earlier date, in which case as of such earlier dateCorporate Organization), Section 3.3 (iiAuthority; Execution and Delivery; Enforceability), Section 3.4(a)(i) set forth in the Company Fundamental Reps (other than the representations No Conflict), Section 3.21 (Opinion of Financial Advisor) and warranties listed in the immediately preceding clause Section 3.22 (i)Broker’s Fees) shall be true and correct in all material respects, respects at and as of the date hereof of this Agreement and at and as of the Closing Date with the same effect as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier dateor time), and (iii) set forth in Article 3 (other than the representations and warranties listed in the immediately preceding clauses (i) and ; (ii)) contained in Section 3.2(a) (Capitalization) shall be true and correct (disregarding except for de minimis inaccuracies) in all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” respects at and words of similar import set forth therein) as of the date hereof of this Agreement and at and as of the Closing Date with the same effect as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), (except to the extent expressly made iii) contained in Section 3.6(b) shall be true and correct in all respects at and as of an earlier datethe date of the Agreement and at and as of the Closing Date; and (iv) otherwise set forth in Article 3, in without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that relate to a specific date or time (which case need only be true and correct as of such earlier datedate or time), except, except in the case of this clause (iii), where the failure to be true and correct iv) as has not had, had and would not reasonably be expected to have, individually or in the aggregateaggregate with all other failures to be true and correct, a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects the with all covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing, subject to the Company’s right to cure such failure (if curable) by the earlier of (i) fifteen (15) Business Days after Parent provided written notice of such failure to the Company and (ii) the third (3rd) Business Day prior to the Outside Closing Date. (c) Since the date hereof, there A Company Material Adverse Effect shall not have been a Company Material Adverse Effectoccurred since the date of this Agreement and be continuing. (d) Pxxxxx The Company shall have received delivered to Parent a certificate certificate, dated the Closing Date and signed on behalf of the Company by the chief an executive officer or the chief financial officer of the Company, acting in his corporate capacity and not individually, stating certifying to the effect that the conditions set forth in Sections Section 6.3(a), Section 6.3(b) ), and Section 6.3(c) have been satisfied. (e) Parent shall have obtained the Debt Financing necessary for consummation of the Merger. (f) Parent shall have received from the Company restrictive covenant agreements or amendments to restrictive covenant agreements executed and delivered by the Company and each of Rxx Xxxxxxx and Mxxx XxXxxxx in the Form included in Section 6.3(f) of the Company Disclosure Schedule.