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: 6.2.1 The representations and warranties of Parent and Merger Sub contained in this Agreement will have been true and correct as of the date of this Agreement and will 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. 6.2.2 Parent and Merger Sub will 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. 6.2.3 Parent will have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2.1 and 6.2.2 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: 6.2.1 (a) The representations and warranties of Parent and Merger Sub contained set forth in this Agreement will have been Article IV shall be true and correct (disregarding all qualifications or limitations as to “materiality” and words of similar import set forth therein) as of the date of this Agreement and will be true and correct at 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 any 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 correctaggregate, a Parent Material Adverse Effect. 6.2.2 (b) Parent and Merger Sub will 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. 6.2.3 (c) Parent will shall have delivered to the Company a certificate, dated 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 6.2.1 6.2(a) and 6.2.2 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: 6.2.1 (a) The representations and warranties of Parent and Merger Sub contained in this Agreement will shall have been true and correct as of the date of this Agreement and will 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. 6.2.2 (b) Parent and Merger Sub will 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. 6.2.3 (c) Parent will shall have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions set forth in Sections 6.2.1 6.2(a) and 6.2.2 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: 6.2.1 The representations (a) Each representation and warranties warranty of Parent and Merger Sub contained in this Agreement will have been true and correct Agreement, without giving effect to any qualifications as of the date of this Agreement and will 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 Effective Time as though made on at and as of the Closing DateEffective 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 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, have a Parent Material Adverse Effect. 6.2.2 (b) Parent and Merger Sub will 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. 6.2.3 (c) Parent will shall have delivered to the Company a certificate, dated 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 6.2.1 6.2(a) and 6.2.2 6.2(b) have been satisfied.