Common use of Conditions to the Obligation of Each Party Clause in Contracts

Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Purchaser to effect the Merger are subject to the satisfaction or waiver of the following conditions: (a) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, “Judgments”) shall be and remain in effect which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated hereby; and (b) Subject to the terms and conditions of the Offer, Purchaser shall have accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.

Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Purchaser to effect the Merger are subject to the satisfaction or waiver of the following conditions: (a) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, “Judgments”) shall be and remain in effect which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated hereby; hereby; and (b) Subject to the terms and conditions of the Offer, Purchaser shall have accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer.

Conditions to the Obligation of Each Party. The respective obligations of the Company, Parent and Purchaser Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following conditions: (a) No applicable Law and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction in the United States or any material foreign jurisdiction (collectively, “Judgments”) shall be and remain in effect which has the effect of prohibiting the consummation of the Merger or the other transactions contemplated herebyhereby or making consummation of the Merger illegal; and (b) Subject to the terms and conditions of the Offer, Purchaser The Company Stockholder Approval shall have accepted for payment all Shares validly tendered been obtained in accordance with applicable Law and not withdrawn pursuant to the OfferCompany Organizational Documents.