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

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Closing of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub 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 Parent; (b) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement; and (c) Each of Parent and Merger Sub shall have delivered to the Company 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 the Company to Effect the Merger. The obligations obligation of the Company to effect the Merger are further shall be subject to satisfaction or the fulfillment (or, to the extent permitted under applicable Law, waiver by the Company) at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of each of the Parent and Merger Sub contained set forth in this Agreement shall will 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 datespeak as of another time, in which case such representations and warranties shall will be true and correct on and as of such earlier dateother time), except where the failure of the such 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 haveprevent, materially delay or otherwise materially and would not reasonably be expected adversely affect the ability of the Parent or Merger Sub to have, individually or in consummate the aggregate, a Material Adverse Effect on Parent;Merger and the other transactions contemplated by this Agreement. (b) The Parent and Merger Sub shall have performed in all material respects all obligations of the covenants required to be performed by them under this Agreement; andAgreement at or prior to the Closing Date. (c) Each of The Parent and Merger Sub shall have delivered to the Company a certificate certificate, dated as of the Closing Date and signed on behalf of the Parent and Merger Sub by a duly authorized officer of the Parent, certifying to the effect that each of the conditions specified set forth in (aSections 6.3(a) and (b6.3(b) above is satisfied in all respectshave been satisfied.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to consummate the transactions contemplated by this Agreement and effect the Merger are further subject to satisfaction or waiver by the Company at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained Subsidiary set forth in Article 5 of this Agreement 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 and as of such time (except in each case to the extent such representations and warranties expressly relate to an earlier speak as of another date, in which case such representations and warranties shall be true and correct on and as of such earlier other date), except where the failure of the such 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 havecorrect, individually or in the aggregate, a Material Adverse Effect on Parent;would not reasonably be expected to prevent or materially delay consummation of the Merger. (b) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement; and (c) Each of Parent and Merger Sub Subsidiary shall have delivered performed, in all material respects, all of its obligations and abided in all material respects by all the covenants required to be performed and complied with by it under this Agreement at or prior to the Closing. (c) Company shall have received a certificate to certificate, dated the effect Closing Date, signed on behalf of the Parent and Merger Subsidiary by an authorized executive officer of Parent certifying that each of the conditions specified in (aSections 9.03(a) and (b) above is satisfied in all respects), have been fulfilled.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver by the Company at or prior to the Closing Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time (iexcept as to those representations and warranties made as of a specified date, which shall be so true and correct as of such specified date); (b) The representations and warranties of Parent and Merger Sub contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made at and as of such time (except as to the extent such those representations and warranties expressly relate to an earlier made as of a specified 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 in all material respects 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 Parentof such specified date); (bc) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement; and (cd) Each of Parent and Merger Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in Section 7.3(a), (ab) and (bc) above is satisfied in all respects.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in this Agreement (without giving effect to any materiality or material adverse effect qualifications) shall be true and correct as of the Effective Time as though made at date of this Agreement and as of such time the Effective Time (except to the extent such for representations and warranties expressly relate to an earlier which are as of a specific date, in which case such representations and warranties event, they shall be true and correct on and as of such earlier date), except where the failure of the for such inaccuracies in such representations and or 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 haveas, individually or in the aggregate, a Material Adverse Effect on Parentwould not reasonably be expected, individually or in the aggregate, to prevent or materially delay the performance by Parent or Sub of any of its obligations under this Agreement, the consummation of the Merger or the other transactions contemplated herein; (b) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this AgreementAgreement at or prior to Closing; and (c) Each of Parent and Merger Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in (aSections 7.3(a) and (b) above is satisfied in all respects, duly executed by an authorized officer of each of Parent and Sub.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to consummate the transactions contemplated by this Agreement and effect the Merger are further subject to satisfaction or waiver at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained Subsidiary in this Agreement shall be true and correct in all respects as of the date of the Agreement and as of the Effective Time as though made at (without giving effect to any materiality or Material Adverse Effect qualifications contained therein and as of such time (except to the extent such representations and warranties expressly relate to an earlier speak as of another date, in which case such representations and warranties shall be true and correct on and in all material respects as of such earlier other date), except where the failure of the such 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 havecorrect, individually or in the aggregate, a Material Adverse Effect on Parentwould not reasonably be expected to prevent or delay consummation of the Merger; (b) Each of Parent and Merger Sub Subsidiary shall have performed in all material respects all obligations required to be performed by them it under this Agreement; and (c) Each An officer of each of Parent and Merger Sub Subsidiary shall have delivered to the Company a signed certificate to the effect that each of that the conditions specified contained in (aSection 8.03(a) and (bSection 8.03(b) above is satisfied in all respectshave been satisfied.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver by the Company at or prior to the Closing Effective Time of the following conditions: (a) The representations and warranties of Parent and Sub in this Agreement that are qualified by materiality shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time (iexcept as to those representations and warranties made as of a specified date, which shall be so true and correct as of such specified date); (b) The representations and warranties of Parent and Merger Sub contained in this Agreement that are not qualified by materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Effective Time as though made at and as of such time (except as to the extent such those representations and warranties expressly relate to an earlier made as of a specified 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 in all material respects 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 Parentof such specified date); (bc) Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement; and (cd) Each of Parent and Merger Sub shall have delivered to the Company a certificate to the effect that each of the conditions specified in SECTION 7.3(a), (ab) and (bc) above is satisfied in all respects.

Conditions to Obligations of the Company to Effect the Merger. The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct in all respects as of the date of the Agreement and 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 speak as of another date, in which case such representations and warranties shall be true and correct on and as of such earlier other date), except where the failure of the such representations and warranties to be so true and correct (without giving effect to any limitation as to “"materiality” " or “Material Adverse Effect” "material adverse effect" set forth therein) does not have, and would is not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent; Effect; (bii) each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them it under this Agreement; and and (ciii) Each an officer of each of Parent and Merger Sub shall have delivered to the Company Parent and Merger Sub a signed certificate to the effect that each of the foregoing conditions specified in (a) and (b) above is satisfied in all respects; and (b) There shall not have occurred any change, condition, event or development that has, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Parent Material Adverse Effect.