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 obligation of the Company to effect the Merger is subject to satisfaction or waiver (to the extent permitted by applicable law) at or prior to the Effective Time of each of the following conditions: (a) Each of the representations and warranties of Parent and Merger Sub set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the date of this Agreement and as of the Effective Time, as if made at and as of such time (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it at or prior to the Effective Time under this Agreement. (c) The Company shall have received a certificate, dated as of the Effective Time, signed by a senior executive officer or senior financial officer of Parent, to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger is subject to satisfaction or waiver (to the extent permitted by applicable law) at or prior to the Effective Time of each of the following conditions: (a) Each of the The representations and warranties of Parent and Merger Sub set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating herein (i) that are qualified as to materiality, materiality shall be true and correct as of the date of this Agreement both when made and at and as of the Effective Time, as if made at and as of such time (except to the extent that such representations and warranties speak expressly made as of another an earlier date, in which case as of such representations date), and warranties (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 other 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 would not, individually or date) in the aggregate, have a Parent Material Adverse Effectall material respects. (b) Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it them at or prior to the Effective Time under this Agreement. (c) The Company shall have received a certificate, dated as of the Effective Time, signed by a senior executive officer or senior financial officer the president of Parent, to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied. (d) Parent shall have executed and delivered the Retention Escrow Agreement.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger is shall be further subject to the satisfaction or waiver (or, to the extent permitted by applicable law) Applicable Law, the waiver by the Company at or prior to the Effective Time of each of the following conditions: (a) Each of the The representations and warranties of Parent and Merger Acquisition Sub set forth in Article IV of this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, Agreement shall be have been true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time, Closing Date as if though made at on and as of such time the Closing Date, in each case in all material respects, except (except i) to the extent that such representations and warranties speak are specifically made as of another a particular date, in which case such representations and warranties shall be true and correct as of such other date), except where and (ii) for changes contemplated by this Agreement; provided further that the failure of such representations and warranties to of Parent and Acquisition Sub in Section 4.7 shall be true and correct would not, individually or in the aggregate, have a Parent Material Adverse Effectall respects. (b) Each of Parent and Merger Acquisition Sub shall have performed in all material respects all obligations their respective agreements and covenants contained in or contemplated by this Agreement that are required to be performed by it them at or prior to the Effective Time under this Agreementpursuant to the terms hereof. (c) The Company shall have received a certificatecertificates signed on behalf of Parent and Acquisition Sub by an executive officer of each of Parent and Acquisition Sub, dated as of the Effective Time, signed by a senior executive officer or senior financial officer of ParentClosing Date, to the effect that the conditions set forth in Section 8.2(aSections 6.2(a) and Section 8.2(b6.2(b) have been satisfied.

Conditions to the Company’s Obligation to Effect the Merger. The obligation of the Company to effect the Merger is shall be subject to the satisfaction or waiver (to the extent permitted by applicable law) at or prior to the Effective Time in writing of each of the following conditions: (a) Each of the representations and warranties of made by Parent and Merger Sub set forth in this AgreementAgreement shall have been accurate as of the Agreement Date and, disregarding all qualifications other than representations and exceptions contained therein relating warranties made as of a particular date (which shall have been accurate to materialitythe degree described below as of such date), shall be true and correct as of the date of this Agreement Closing as if made on and as of the Effective Timedate of Closing, as if made at and as of such time (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would notaccurate, individually or in the aggregate, have would not constitute a Parent Material Adverse Effect.; (b) Each of Parent and Merger Sub shall have performed and complied with, in all material respects all obligations respects, its obligations, agreements and covenants under the Agreement required to be performed by it at or prior to the Effective Time under this Agreement.date of Closing; and (c) The Company Parent shall have received delivered to the Company a certificate, dated as of the Effective Time, certificate signed by a senior executive officer or senior financial an authorized officer of Parent, dated the date of Closing, certifying as to the effect that satisfaction by Parent and Merger Sub of the conditions set forth described in Section 8.2(a(a) and Section 8.2(b(b) have been satisfiedabove. .