Common use of Conditions to the Obligations of Parent and MergerSub Clause in Contracts

Conditions to the Obligations of Parent and MergerSub. The obligations of Parent and MergerSub to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in Section 4.08(b) of this Agreement shall be true in all respects at and as of the Effective Time as if made at and as of such time, (iii) the representations and warranties of the Company contained in each of Sections 4.01, 4.02, 4.03, 4.21, 4.23, 4.24, 4.25 and 4.26 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) in all material respects only as of such time), (iv) the representations and warranties of the Company contained in each of Sections 4.12 and 4.22 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iv) only, as are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (v) the representations and warranties of the Company contained in Section 4.05 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions as are, in the aggregate, de minimis, (vi) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (vi) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (vii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company; and (c) (i) the Investment Letter Agreement shall be in full and force and effect and shall constitute a valid and binding agreement of the Xxxxx Investors enforceable against each such Xxxxx Investor in accordance with its terms, and (ii) the transactions contemplated by Sections 1, 2 and 3 thereunder shall be consummated in accordance with their respective terms upon consummation of the Merger, all as further set forth in the Investment Letter Agreement.

Conditions to the Obligations of Parent and MergerSub. The obligations of Parent and MergerSub to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in Section 4.08(b) of this Agreement shall be true in all respects at and as of the Effective Time as if made at and as of such time, (iii) the representations and warranties of the Company contained in each of Sections 4.01, 4.02, 4.03, 4.21, 4.23, 4.24, 4.25 and 4.26 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) in all material respects only as of such time), (iv) the representations and warranties of the Company contained in each of Sections 4.12 and 4.22 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (iv) only, as are not, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (v) the representations and warranties of the Company contained in Section 4.05 of this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions as are, in the aggregate, de minimis, (vi) all other representations and warranties of the Company contained in this Agreement or in any certificate or other writing delivered by the Company pursuant hereto (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true (disregarding all materiality and Material Adverse Effect qualifications contained therein) only as of such time), with only such exceptions, in the case of this clause (vi) only, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (vii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company; and (c) (i) the Investment Letter Agreement shall be in full and force and effect and shall constitute a valid and binding agreement of the Xxxxx Rxxxx Investors enforceable against each such Xxxxx Rxxxx Investor in accordance with its terms, and (ii) the transactions contemplated by Sections 1, 2 and 3 thereunder shall be consummated in accordance with their respective terms upon consummation of the Merger, all as further set forth in the Investment Letter Agreement.