Common use of Conditions to the Company’s Obligation to Effect the Merger Clause in Contracts

Conditions to the Company’s Obligation to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of Topco, Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualification, limitation or exception as to “materiality” or “Parent Material Adverse Effect”) has not had, individually or in the aggregate, a Parent Material Adverse Effect. (b) Topco, Parent and Merger Sub shall have performed or complied in all material respects with all of the covenants and obligations of Topco, Parent and Merger Sub, respectively, under this Agreement required to be performed and complied with by Topco, Parent and Merger Sub, respectively, at or prior to the Closing. (c) Parent shall have delivered to the Company a certificate dated as of the Closing Date signed on behalf of Parent by a senior executive officer of Parent, on behalf of Parent, to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligations of the Company to effect the Merger are shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of Topco, Parent and Merger Sub contained set forth in this Agreement shall be true and correct on and as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date as if made on the date of Closing (except to the extent other than those representations and warranties that any such representation and warranty expressly speaks address matters only as of an earlier date, in a particular date which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualificationlimitation set forth therein arising from the use of the words, limitation or exception as to “materialitymaterial” or “Parent Material Adverse Effectmaterially”, or the phrase “material adverse effect”) has not hadwould not, individually or in the aggregate, have a Parent Material Adverse Effect.material adverse effect on or otherwise materially impair or materially delay Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement; (b) Topco, Parent and Merger Sub shall have performed or in all material respects all material obligations and complied in all material respects with all material agreements and covenants of the covenants and obligations of Topco, Parent and or Merger Sub, respectively, under this Agreement required Sub to be performed and or complied with by Topco, Parent and Merger Sub, respectively, at or prior to the Closing.it under this Agreement; and (c) Parent The Company shall have delivered to the Company received a certificate dated as of the Closing Date signed on behalf of Parent by a senior executive officer of Parent, executed on its behalf of Parentby its Chief Executive Officer, Chief Financial Officer or Vice President and Secretary, dated the Closing Date, certifying to the effect that the conditions set forth in Section 6.3(aSections 7.3(a) and Section 6.3(b7.3(b) have been satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction oror waiver, to the extent permitted by applicable Lawwhere permissible, waiver by the Company at or prior to the Effective Time Time, of each of the following conditions: (a) The Each of the representations and warranties of Topco, Parent and Merger Sub contained in this Agreement Agreement, disregarding all qualifications and exceptions contained therein relating to or any similar standard or qualification shall be true and correct as of at the date of this Agreement and as of the date of the Closing Date, Date with the same effect as though if made on at and as of the Closing Date (except other than representations and warranties that specifically relate to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case cases such representation representations and warranty warranties shall be true and correct as of such earlier date), except where the failure for inaccuracies of such representations and warranties the circumstances giving rise to be true and correct (without giving effect to any qualification, limitation or exception as to “materiality” or “Parent Material Adverse Effect”) has not hadwhich, individually or in the aggregate, a do not materially and adversely affect the ability of Parent Material Adverse Effector Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (b) Topco, Parent and Merger Sub shall have performed or complied in all material respects with all Each of the covenants and obligations of Topco, in this Agreement that Parent and Merger Sub, respectively, under this Agreement Sub is required to be performed and complied comply with by Topco, Parent and Merger Sub, respectively, or to perform at or prior to the ClosingClosing shall have been complied with and performed in all material respects, including the payment of the consideration provided for in Article 3. (c) Parent The Company shall have delivered to the Company received a certificate dated as of the Closing Date signed on behalf executed by an officer of Parent by a senior executive officer of Parent, on behalf of Parent, to the effect confirming that the conditions set forth in Section 6.3(aSections 7.3(a) and Section 6.3(b7.3(b) have been duly satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligations of the Company to effect the Merger are subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of Topco, the Parent and Merger Sub contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualification, limitation or exception as to “materiality” or “Parent Material Adverse Effect”) has not had, individually or in the aggregate, a Parent Material Adverse Effect. (b) Topco, Parent and Merger Sub shall have performed or complied in all material respects with all of the covenants and obligations of Topco, Parent and Merger Sub, respectively, under this Agreement required to be performed and complied with by Topco, Parent and Merger Sub, respectively, Sub at or prior to the Closing. (c) Parent Xxxxxx and Merger Sub shall have delivered to the Company a certificate dated as of the Closing Date signed on behalf of Parent Xxxxxx and Merger Sub by a senior executive officer of Parent, on behalf of Parent, Parent and Merger Sub to the effect that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligations obligation of the Company to effect the Merger are is subject to the satisfaction or, or waiver (to the extent permitted by applicable Law, waiver by the Company law) at or prior to the Effective Time of each of the following conditions: (a) The representations and warranties of Topco, Parent and Merger Sub contained in this Agreement set forth herein (i) that are qualified as to "materiality" shall be true and correct as of the date of this Agreement both when made and at and as of the Closing DateEffective Time, as though if made on at and as of the Closing Date such time (except to the extent that any such representation representations and warranty warranties are expressly speaks made as of an earlier date, in which case as of such representation date), and warranty (ii) that are not qualified as to "materiality" shall be true and correct both when made and at and as of the Effective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date), except where the failure in which case as of such representations and warranties to be true and correct (without giving effect to any qualification, limitation or exception as to “materiality” or “Parent Material Adverse Effect”date) has not had, individually or in the aggregate, a Parent Material Adverse Effectall material respects. (b) Topco, Parent and Merger Sub shall have performed or complied in all material respects with all of the covenants and obligations of Topco, Parent and Merger Sub, respectively, under this Agreement required to be performed and complied with by Topco, Parent and Merger Sub, respectively, them at or prior to the ClosingEffective Time under this Agreement. (c) Parent The Company shall have delivered to the Company received a certificate certificate, dated as of the Closing Date Effective Time, signed on behalf of Parent by a senior executive an officer of Parent, on behalf of Parent, to the effect that the conditions set forth in Section 6.3(a8.2(a) and Section 6.3(b8.2(b) have been satisfied. (d) Since March 31, 2008, there shall not have occurred any change, event, occurrence, development or circumstance which, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the ability of Parent to make all payments required pursuant to this Agreement.