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 also subject to the satisfaction or waiver by the Company on or prior to the Closing of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in ARTICLE 4 of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) as of the date of this Agreement and as of the Closing Date, as if made at and as of such date (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s and Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Parent Group Member, Parent and Merger Sub shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, of this Agreement required to be performed by or complied with by them at or prior to the Closing; and (c) The Company will have received a certificate, signed by an officer of Parent, certifying as to the matters set forth in Section 6.3(a) and Section 6.3(b).

Conditions to Obligations of the Company Under This Agreement. The obligation of the Company to effect the Merger is also further subject to the satisfaction fulfillment (or waiver by the Company on Company) at or prior to the Closing Effective Time of the following conditions: (a) The representations Each representation and warranties warranty of Parent and Merger Sub set forth (i) contained in ARTICLE 4 of this Agreement Section 4.5 (Capitalization) shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “in any material respect,” “material,” or “materially”other than de minimis exceptions) as of the date of this Agreement and at and as of the Closing Date, Effective Time as if though made at and as of such date (the Effective Time, except those for representations and warranties that address matters relate to a specific date or time (which need only be true and correct as of a particular datesuch date or time) and (ii) set forth in Article 4 (other than the representations set forth in Section 4.5), which 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 in all respects as of that date)the date of this Agreement and at and as of the Effective Time as though made at and as of the Effective Time, except where the failure of such for representations and warranties that relate to a specific date or time (which need only be so 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 aggregateaggregate with all other failures to be true or correct, a material adverse effect on Parent’s and Merger Sub’s ability to consummate the transactions contemplated by this Agreement;Parent Material Adverse Effect. (b) Parent Group Member, Parent and Merger Sub shall have performed or complied with in all material respects all obligations, covenants and complied in all material respects with the agreements and covenants, of this Agreement required to be performed by or complied with by them under this Agreement at or prior to the Closing; andClosing Date. (c) The Parent shall have delivered to the Company will have received a certificate, dated the Closing Date and signed by an a duly authorized officer of Parent, certifying as to the matters effect that the conditions set forth in Section 6.3(aSections 6.2(a) and Section 6.3(b)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 also further subject to the satisfaction fulfillment (or waiver by the Company on Company) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth contained in ARTICLE 4 of this Agreement Agreement, without giving effect to any qualifications as to materiality or other similar qualifications contained therein, shall be true and correct in all respects (without giving effect to any limitation indicated by the words “material adverse effect,” “in all material respects,” “in any material respect,” “material,” or “materially”) at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except (i) for representations and warranties that are expressly made as if made at of a specific date or time, which need only be so true and correct as of such date or time, or (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), ii) except where the failure any failures of such representations and warranties to be so true and correct would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on Parent’s materially prevent or materially delay the consummation by Parent and Merger Sub’s ability to consummate Sub of the transactions contemplated by this Agreement or the ability of Parent and Sub to perform their respective covenants and obligations under this Agreement; (b) Parent Group Member, Parent and Merger Sub shall have performed or complied with in all material respects all obligations, covenants and complied in all material respects with the agreements and covenants, of this Agreement required to be performed by or complied with by them under this Agreement at or prior to the ClosingClosing Date; and (c) The Parent shall have delivered to the Company will have received a certificate, dated the Closing Date and signed by an a duly authorized officer of Parent, certifying as to the matters effect that the conditions set forth in Section 6.3(a8.2(a) and Section 6.3(b)8.2(b) have been satisfied.