Common use of Conditions to Obligations of the Company Under This Agreement Clause in Contracts

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent 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 need only be true and correct as of such date or time) and except as has not had, and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct as of the date of this Agreement and 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) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) The Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) The Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of the Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub sub contained in this Agreement, without giving effect to any qualifications as to materiality or “Parent Material Adverse Effect Effect” or other similar qualifications contained therein, shall be true and correct at and as of the Closing Date as though if 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 as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the date of this Agreement and 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) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or and correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or and complied in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation The representations and warranty warranties of Parent and Merger Sub contained set forth in this Agreement, without giving effect to any qualifications as to Article 4 (disregarding all materiality or and Parent Material Adverse Effect or other similar qualifications contained therein, ) shall be true and correct in all respects as of the date of this Agreement and at and as of the Closing Date as though if made on the Closing Date, except for at and as of such time (other than such representations and warranties that relate to a specific by their terms address matters only as of another specified date or time (time, which need only be true and correct as of such date or time) and except ), with only such exceptions as has not had, and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or and correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or and complied with in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent 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, Date (except for representations and warranties that relate to a specific date or time (time, which need only be true and correct as of such date or time) ), except where the failure to be true and except as correct has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correctaggregate, a Parent Material Adverse EffectEffect or a material adverse effect on the ability of Guarantor to perform its obligations under Section 8.13. (b) Parent and Merger Sub shall have performed or and complied in all material respects with all obligations, covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger Transactions is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub Investor contained in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect material adverse effect or other similar qualifications contained therein, shall be true and correct at and as of the date hereof 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) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effectmaterial adverse effect on the ability of Investor or its affiliates to perform its obligations hereunder or under any of the Transaction Documents. (b) Parent and Merger Sub Investor shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by them it under this Agreement at or prior to the Closing Date. (c) Parent Investor shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of ParentInvestor, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied. (d) Investor shall have delivered to the Company executed copies of the Registration Rights Agreement and the Stockholders Agreement.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the date of this Agreement and 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) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied in all material respects with all the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the Closing Date date of this Agreement and the Effective Time as though made on at the Closing DateEffective 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 or time) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing DateEffective Time. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation The representations and warranty warranties of Parent and Merger Sub contained set forth in this Agreement, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, Article IV shall be true and correct at (disregarding all qualifications or limitations as to “materiality” 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 on as of such date (except to the Closing Dateextent expressly made as of an earlier date, in which case as of such earlier date), except for representations and warranties that relate where the failure to a specific date or time (which need only be true and correct as of such date or time) and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied in all material respects with all the covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing DateClosing. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an the chief executive officer or the chief financial officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions: (a) Each representation and warranty of Parent and Merger Sub contained in this AgreementARTICLE IV, without giving effect to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct as of the date of this Agreement and at and as of the Closing Date Effective Time as though made on at and as of the Closing DateEffective 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 or time) ), and except as has not had, had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true or correct, a Parent Material Adverse Effect. (b) Parent and Merger Sub shall have performed or complied with in all material respects with all covenants and agreements required to be performed or complied with by them under this Agreement at or prior to the Closing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive a duly authorized officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.