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

Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following additional condition: (a) Company shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the earlier of (i) the time that persons designated by Parent are appointed as directors of Company pursuant to Section 3.4 hereof and (ii) the Effective Time and the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects at and as of the earlier of (i) the time that persons designated by Parent are appointed as directors of Company pursuant to Section 3.4 hereof and (ii) the Effective Time as if made at and as of such time, except as contemplated by this Agreement, and Parent and Sub shall have received a Certificate of the Chairman of the Board, the Chief Operating Officer, or an Executive Vice President of Company as to the satisfaction of this condition.