Common use of Conditions to Parent's Obligations to Consummate the Merger Clause in Contracts

Conditions to Parent's Obligations to Consummate the Merger. The obligations of Parent to effect the Merger shall be further subject to the satisfaction, or to the extent permitted by applicable law, the waiver on or prior to the Closing Date of each of the following conditions: (a) The Company shall have performed in all material respects each of its agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at or prior to the Closing Date pursuant to the terms hereof; (b) The representations and warranties of the Company contained in Article III hereof shall be true and correct in all respects on the date hereof and as of the Closing Date (or, to the extent such representations and warranties speak as of an earlier date, they shall be true in all respects as of such earlier date), disregarding, for these purposes, the phrases "material," "materially," "in all material respects," "Company Material Adverse Effect" and any similar phrase, except (i) as otherwise contemplated by this Agreement and (ii) for such failures to be true and correct which in the aggregate do not constitute a Company Material Adverse Effect. (c) Parent shall have received a certificate signed by the chief executive officer of the Company, dated the Closing Date, to the effect that, to such officer's knowledge, the conditions set forth in Sections 6.3(a) and 6.3(b) hereof have been satisfied or waived; (d) The Company shall own all of the issued and outstanding capital stock of Pharma and no Pharma Rights remain outstanding and the Company shall have delivered evidence reasonably satisfactory to Parent demonstrating that this condition has been satisfied. (e) The aggregate number of Dissenting Shares of Company Common Stock as of the Effective Time shall be less than 10% of the number of shares of Company Common Stock outstanding as of the Effective Time.

Conditions to Parent's Obligations to Consummate the Merger. The obligations of Parent to effect the Merger shall be further subject to the satisfaction, or to the extent permitted by applicable law, the waiver on or prior to the Closing Date Effective Time of each of the following conditions: (a) The Company shall have performed in all material respects each of its agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at or prior to the Closing Date Effective Time pursuant to the terms hereof; (b) The representations and warranties of the Company contained in Article III hereof shall be true and correct in all respects on the date hereof and as of the Closing Date Effective Time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true in all respects as of such earlier date), disregarding, for these purposes, the phrases "material," "materially," "in all material respects," "Company Material Adverse Effect" and any similar phrase, except (i) as otherwise contemplated by this Agreement and Agreement, (ii) for such failures to be true and correct which in the aggregate do not constitute a Company Material Adverse EffectEffect and (iii) for such failures to be true and correct which relate solely to the Semiconductor Business. (c) Parent shall have received a certificate signed by the chief executive officer of the Company, dated the Closing Date, to the effect that, to such officer's knowledge, the conditions set forth in Sections 6.3(a) and 6.3(b) hereof have been satisfied or waived; (d) The Company shall own all of the issued and outstanding capital stock of Pharma and no Pharma Rights remain outstanding and the Company Parent shall have delivered evidence received an opinion of Gibsxx, Xxnn & Xrutxxxx XXX, its tax counsel, in form and substance reasonably satisfactory to Parent demonstrating it, dated the Closing Date, to the effect that the Merger will constitute a reorganization for United States federal income tax purposes within the meaning of Section 368(a) of the Code PROVIDED, HOWEVER, that if Gibsxx, Xxnn & Xrutxxxx XXX does not render such opinion, this condition has been satisfied.shall nonetheless be deemed to be satisfied with respect to Parent if Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, Xxofessional Corporation, renders such opinion to Parent. Parent agrees to make such representations as may be requested by tax counsel in connection with the opinions referred to above and in Section 6.2(d); and -45- 50 (e) The aggregate number of Dissenting Shares of Company Common Stock as shall have redeemed or defeased all of the Effective Time shall be less than 10% of the number of shares of Company Common Stock outstanding as of the Effective TimeConvertible Notes.

Conditions to Parent's Obligations to Consummate the Merger. The obligations of Parent to effect the Merger shall be further subject to the satisfaction, or to the extent permitted by applicable law, the waiver on or prior to the Closing Date Effective Time of each of the following conditions: (a) The Company shall have performed in all material respects each of its agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it at or prior to the Closing Date Effective Time pursuant to the terms hereof; (b) The representations and warranties of the Company contained in Article III hereof shall be true and correct in all respects on the date hereof and as of the Closing Date Effective Time (or, to the extent such representations and warranties speak as of an earlier date, they shall be true in all respects as of such earlier date), disregarding, for these purposes, the phrases "material," "materially," "in all material respects," "Company Material Adverse Effect" and any similar phrase, except (i) as otherwise contemplated by this Agreement and Agreement, (ii) for such failures to be true and correct which in the aggregate do not constitute a Company Material Adverse EffectEffect and (iii) for such failures to be true and correct which relate solely to the Semiconductor Business. (c) Parent shall have received a certificate signed by the chief executive officer of the Company, dated the Closing Date, to the effect that, to such officer's knowledge, the conditions set forth in Sections 6.3(a) and 6.3(b) hereof have been satisfied or waived; (d) The Company shall own all of the issued and outstanding capital stock of Pharma and no Pharma Rights remain outstanding and the Company Parent shall have delivered evidence received an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, its tax counsel, in form and substance reasonably satisfactory to Parent demonstrating it, dated the Closing Date, to the effect that the Merger will constitute a reorganization for United States federal income tax purposes within the meaning of Section 368(a) of the Code provided, however, that if Xxxxxx, Xxxx & Xxxxxxxx LLP does not render such opinion, this condition has been satisfied.shall nonetheless be deemed to be satisfied with respect to Parent if Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, renders such opinion to Parent. Parent agrees to make such representations as may be requested by tax counsel in connection with the opinions referred to above and in Section 6.2(d); and (e) The aggregate number of Dissenting Shares of Company Common Stock as shall have redeemed or defeased all of the Effective Time shall be less than 10% of the number of shares of Company Common Stock outstanding as of the Effective TimeConvertible Notes.