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

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver, if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of such date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and ▇▇▇▇▇▇ shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) The Company will have received a certificate of Parent and Merger Sub, validly executed for and on behalf of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (d) Parent will have deposited the Payment Fund with the Paying Agent and provided the Company with reasonable evidence thereof.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver, if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of such date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and ▇▇▇▇▇▇ shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) The Company will have received a certificate of Parent and Merger Sub, validly executed for and on behalf of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (d) Parent will have deposited the Payment Fund with the Paying Agent and provided the Company with reasonable evidence thereof.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate effect the Merger are subject to the satisfaction (or waiver, if permissible pursuant to applicable Legal Requirements) prior to waiver on or before the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company: (a) The representations Each representation and warranties warranty of Parent and Merger Sub set forth contained in this Agreement (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” and words of similar import set forth therein), shall be true and correct (without giving effect to any limitation at and as to “materiality” or “Parent Material Adverse Effect” set forth therein) on of the date of the Agreement and as of the Closing Date as if though made on and as of such date the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or timedate, in which case as of such earlier date or timedate), except where the failure of any such representation or warranty to be true and correct would not reasonably be expected tocorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Each of Parent and ▇▇▇▇▇▇ Merger Sub shall have performed or complied with and performed in all material respects with all of the obligations, covenants and agreements it is required to comply be performed or complied with or perform by them under this Agreement at or prior to the Closing under this AgreementClosing. (c) The Parent shall have delivered to the Company will have received a certificate certificate, dated the Closing Date and signed by an authorized signatory of Parent and Merger Sub, validly executed for and on behalf of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and in their respective names by a duly authorized officer thereofParent, certifying to the effect that the conditions set forth in Section Sections 6.3(a) and Section 6.3(b) have been satisfied. (d) Parent will have deposited the Payment Fund with the Paying Agent and provided the Company with reasonable evidence thereof.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver, waiver if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or ”, “Parent Material Adverse Effect” ”, or similar qualification or limitation set forth therein) on and as of the date hereof and on and as of the Closing Date as if made on and as of such date the Closing Date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be true and correct has not had, and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and ▇▇▇▇▇▇ Merger Sub shall have performed and complied with and performed in all material respects all of with the covenants and agreements it is they are required to comply with or perform at or prior to the Closing under this Agreement. (c) The Company will have received a certificate of Parent and Merger Sub, validly executed for and on behalf of ▇▇▇▇▇▇ Parent and ▇▇▇▇▇▇ Merger Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (d) Parent will have deposited the Payment Fund with the Paying Agent and provided the Company with reasonable evidence thereof.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver, waiver if permissible pursuant to applicable Legal Requirements) prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of such date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such representation or warranty to be so true and correct would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Each of Parent and ▇M▇▇▇▇▇ shall have complied with and performed in all material respects all of the covenants and agreements it is required to comply with or perform at or prior to the Closing under this Agreement. (c) The Company will shall have received a certificate of Parent and Merger Sub, validly executed for and on behalf of ▇P▇▇▇▇▇ and ▇M▇▇▇▇▇ Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) have been satisfied. (d) Parent will have deposited the Payment Fund with the Paying Agent and provided the Company with reasonable evidence thereof.