Common use of Conditions to the Obligations of the Company Clause in Contracts

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and MergerSub 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 Parent contained in each of Sections 5.01, 5.02, 5.03 and MergerCo 5.06 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) only as of such time) and (iii) all other representations and warranties of Parent contained in this Agreement that or in any certificate or other writing delivered by Parent or MergerSub pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true (disregarding all materiality and correct Material Adverse Effect qualifications contained therein) only as of such datetime), with only such exceptions, in each casethe case of this clause (iii) only, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; Effect on Parent; and (biv) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing fulfillment at or prior to the Merger Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (a) The the representations and warranties of Parent set forth in SECTION 5.1 that are qualified as to materiality or Material Adverse Effect shall be true and MergerCo contained in this Agreement correct, and those that (i) are not made as of a specific date so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement Agreement, and as of the Closing, Effective Time with the same force and effect as though if made on and as of the Closing, and Effective Time (ii) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date), in each casecase except as permitted or contemplated by this Agreement (it being understood that for purposes of determining the accuracy of such representations and warranties any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be disregarded), except except, in all cases where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent; (b) Each of Parent and MergerCo shall have performed, performed or complied in all material respects, all obligations and complied with, in all material respects, respects with its agreements and covenants required to be performed or complied with by it under this Agreement on as of or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as certificate of the Closing Date, signed by an officer of Parent and certifying as its Chief Executive Officer or Chief Financial Officer to the satisfaction effect that each of the conditions specified in Section 8.03(aSECTION 7.1 (as it relates to Parent) and Section 8.03(b)clauses (a) and (b) of this SECTION 7.2 has been satisfied in all respects.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or (or, to the extent permissible, waiver by the Company in writing at or prior to the Merger Effective Time Company) of the following additional further conditions: (a) The each of Parent and Merger Subsidiary 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; (b) the representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date and in any certificate or other writing delivered by the Parent pursuant hereto shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as of the Closing, as though if made on at and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each casetime, except where to the extent that the failure of any such representations or and warranties to be so true and correct (without giving effect having eliminated any qualifications by reference to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth in such representations and warrantiesEffect therein) has does not had have, and would not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent; (bc) Each the Company shall have received a certificate signed by the chief executive officer or chief financial officer of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Timeforegoing effect; and (cd) Parent the Company shall have delivered received the opinion of Morse, Zelnick, Rose & Lander LLP, counsel to the Company a certificateParent, dated as of the Closing Date, signed by an officer in the form of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)Exhibit B hereto.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior (to the Merger Effective Time extent permitted by Applicable Law) of the following additional further conditions: (a) The each of Parent and Merger Subsidiary 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; (b) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.05, 5.06, 5.17 and 5.18 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, solely in each casethe case of this clause (B), except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement Effect on or prior to the Merger Effective TimeParent; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(aforegoing effect with respect to clauses (a) and Section 8.03(b)(b) above.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02 and 5.03 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true as of such time) and (B) the other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;; and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Each of Parent and MergerCo either the Commissioner shall have performed, issued an advance ruling certificate pursuant to Section 102 of the Competition Act in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed respect of the Merger or complied with by it the applicable waiting period under this Agreement on or prior the Competition Act relating to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)expired or been terminated.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction (or waiver by the Company in writing at or prior to the Merger Effective Time Company) of the following additional further conditions: (a) The (i) the representations and warranties of Parent and MergerCo contained Merger Sub set forth in this Agreement that (i) are not made as of a specific date Section 5.9 shall be true and correct as of the date of this Agreement and as of the Closing, Effective Time as though made on and as of the Closing, Effective Time and (ii) each of the representations and warranties of Parent and Merger Sub set forth in Article V (other than in Section 5.9 and Section 5.11) (A) that are made as of a specific date not qualified by Parent Material Adverse Effect shall be true and correct as of such the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in each case, which case as of such earlier date) except where the failure of such representations or and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse EffectEffect and (B) that are qualified by Parent Material Adverse Effect shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); (b) Each each of Parent and MergerCo Merger Sub shall have performed, performed in all material respects, respects all of the respective obligations and complied with, in all material respects, its agreements and covenants hereunder required to be performed by Parent or complied with by it under this Agreement on Merger Sub, as the case may be, at or prior to the Merger Effective TimeClosing; and (c) Parent the Company shall have delivered to the Company received a certificatecertificate signed by an executive officer of Parent, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction effect that, to the knowledge of such officer, the conditions specified set forth in Section 8.03(a7.3(a) and Section 8.03(b)7.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time (where permissible) of the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained Merger Sub in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has does not had have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;. (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and. (c) Parent shall have delivered to the Company a certificate, dated as the date of the Closing DateMerger Effective Time, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section Sections 8.03(a) and Section 8.03(b).

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that (iwithout giving effect to any materiality, Parent Material Adverse Effect or similar qualifiers contained therein) are not made as of a specific date shall be true and correct both as of the date of this Agreement and as of the Closing, Effective Time as though made on and as of the Closing, and such time (ii) are other than any such representation or warranty that is made as of a specific date specified date, which representation or warranty shall be so true and correct as of such specified date, in each case), except where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” correct, individually or “Parent Material Adverse Effect” set forth in such representations and warranties) the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo Merger Sub shall have performed, performed or complied in all material respects, all respects with each of their respective obligations and complied with, in all material respects, its agreements and covenants required under this Agreement to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified matters set forth in Section 8.03(a6.3(a) and Section 8.03(b6.3(b).

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of Parent and Merger Sub shall have performed, or complied with, in all material respects all of its covenants and agreements hereunder required to be performed, or complied with, by it at or prior to the Effective Time; (b) (i) the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that Section 5.01 (iCorporate Existence and Power), Section 5.02 (Corporate Authorization) are not made as and Section 5.07 (Finders’ Fees) and Section 5.08 (Ownership of a specific date Common Shares) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, Closing Date as though if made on and as of the Closingsuch times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time); and (ii) are made as each of a specific date the other representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of such datetimes (other than representations and warranties that by their terms address matters only as of another specified time, in each case, except where the failure which shall be so true only as of such representations or warranties to be true and correct time), with only such exceptions in the case of this clause (without giving effect to any limitation ii) as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, signed by an executive officer of Parent and certifying as to the satisfaction of effect that the conditions specified set forth in Section 8.03(athe preceding clauses (a) and Section 8.03(b)(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger and the other Transactions is subject to the satisfaction or waiver satisfaction, or, to the extent permitted by the Company in writing Applicable Law, waiver, at or prior to the Merger Effective Time Closing, of the following additional conditions: (a) The (i) the representations and warranties of Parent and MergerCo Merger Sub in Article 5, disregarding all materiality, Material Adverse Effect or similar qualifications or exceptions contained in this Agreement that (i) are not made as of a specific date therein, shall be true and correct as of in all material respects on the date of this Agreement and as of the Closing, Closing Date with the same effect as though if made on and as of the ClosingClosing Date (provided, however, that those representations and (ii) are made warranties that address matters only as of a specific particular date shall need only be true and correct in all material respects as of such date, in each case), except where for those instances in which the failure of such representations or and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has would not had have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo Merger Sub shall each have performed, performed in all material respects, respects all obligations and complied with, in all material respects, its agreements and covenants required to be performed or complied with by it under this Agreement on at or prior to the Merger Effective TimeClosing; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as certificate validly signed on behalf of the Closing Date, signed Parent by an a duly authorized officer of Parent and certifying as to the satisfaction of that the conditions specified set forth in Section 8.03(a7.03(a) and Section 8.03(b)7.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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 Parent and MergerCo contained in this Agreement that and in any certificate or other writing delivered by Parent pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, as though made on Effective Time (other than representations and warranties that by their terms address matters only as of the Closinganother specified time, and (ii) are made as of a specific date which shall be true and correct only as of such datetime), with only such exceptions as, individually or in each casethe aggregate, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to havehave a Material Adverse Effect with respect to Parent and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; (b) there shall not have occurred and be continuing as of or otherwise arisen before the Effective Time 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 Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants Effect with respect to be performed or complied with by it under this Agreement on or prior to the Merger Effective TimeParent; and (c) Parent the three Company directors designated in accordance with Section 7.07(b) shall have delivered been elected to the Company a certificate, dated serve on Parent’s Board of Directors effective as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)Effective Time.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver of the following further conditions: (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of the following additional conditions: Time; (ii) (a) The the representations and warranties of Parent contained in Section 5.02 (Corporate Authorization) shall be true in all material respects at and MergerCo as of immediately prior to the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all respects only at and as of such time) and (b) the other representations and warranties of Parent contained in this Agreement that (idisregarding all materiality and Parent Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of immediately prior to the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true only at and correct as of such datetime), with, in each casethe case of this clause (b) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The each of Parent and Merger Subsidiary 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; (b) the representations and warranties of Parent and MergerCo contained in this Agreement that (iother than the Parent Fundamental Representations) are not made as of a specific date or in any certificate or other writing delivered by Parent pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), in each case, except where the failure of with only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (bc) Each each of the Parent Fundamental Representations shall be true and MergerCo correct 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 have performedbe true only as of such time) (and except, in all material respectseach case, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Timefor any insignificant inaccuracy); and (cd) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, signed by an executive officer of Parent and certifying as the Parent, to the satisfaction of effect that the conditions specified set forth in Section 8.03(aclauses (a), (b) and (c) of this Section 8.03(b)9.03 have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or (or, to the extent permissible, waiver by the Company in writing at or prior to the Merger Effective Time Company) of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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 Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date and in any certificate or other writing delivered by the Parent pursuant hereto shall be true and correct in all material respects at and as of the date of this Agreement and the Effective Time as of the Closing, as though if made on at and as of the Closing, such time (except for any such representations and (ii) are made warranties given as of a specific an earlier specified date which shall be so true and correct as of such date, in each case), except where to the extent that the failure of any such representations or and warranties to be so true and correct (without giving effect having eliminated any qualifications by reference to any limitation as to “materiality” materiality or “Parent Material Adverse Effect” set forth in such representations and warrantiesEffect therein) has does not had have, and would not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect;Effect on Parent; and (iii) the Company shall have received a certificate signed by the chief executive officer or chief financial officer of Parent to the foregoing effect; and (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior subsequent to the Merger Effective Time; and (c) Parent date of this Agreement, there shall not have delivered to the Company a certificate, dated occurred and be continuing as of or otherwise arisen before the Closing DateEffective Time any event, signed by an officer occurrence, revelation or development of Parent and certifying as a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)have a Material Adverse Effect on Parent.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The representations and warranties each of Parent and MergerCo contained Merger Subsidiary shall have performed and complied in this Agreement that all material respects with all of its obligations hereunder required to be performed by it or complied with at or prior to the Effective Time (i) are not made as of a specific date or any such failure to perform or comply shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each casehave been cured), except where to the extent that any failure of such representations to perform, individually or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each (A) the representations and warranties of Parent and MergerCo contained in Section 5.02 shall have performed, be true in all material respectsrespects both as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) and (B) the other representations and warranties of Parent contained in Article 5 (disregarding all obligations materiality and complied Parent Material Adverse Effect qualifications contained therein) shall be true both as of the date of this Agreement and 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 only as of such time), with, in all material respectsthe case of this clause (B) only, its agreements only such exceptions as have not had and covenants would not reasonably be expected to be performed have, individually or complied with by it under this Agreement on or prior to in the Merger Effective Timeaggregate, a Parent Material Adverse Effect; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, signed certificate executed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver of the following conditions: (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of Time, (ii) the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date and in any certificate or other writing delivered by Parent pursuant hereto shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time except that those representations and (ii) are made warranties which address matters only as of a specific particular date shall need only be true and correct as of such datedate and, in each case, except where the failure of such representations or warranties for breaches with respect to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such all representations and warranties) has warranties that have not had and would or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (it being agreed that, for purposes of this Section 9.03(ii), the representations and warranties of Parent contained in this Agreement shall be deemed to have been made without any qualifications as to materiality and, accordingly, references to “material,” “Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, ,” “in all material respects, all obligations ” and complied with, in all material respects, its agreements and covenants similar qualifications as to materiality shall be deemed to be performed or complied with by it under this Agreement on or prior to deleted therefrom) and (iii) the Merger Effective Time; and (c) Parent Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time Closing of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent contained in Section 5.02 shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that (idisregarding all materiality and Company Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;; and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Each 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 Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)Material Adverse Effect.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The representations and warranties of the Parent and MergerCo Merger Subsidiary contained in this Agreement that (i) are not made as of a specific date shall be true and correct (in the case of representations and warranties qualified as to materiality or Material Adverse Effect) or true and correct in all material respects (in the case of other representations and warranties) at and as of the date of this Agreement and as of the Closing, as though made on at and as of the Closing, Effective Time as if made at and (ii) are made as of a specific date shall such time (other than such representations and warranties that by their terms address matters only as of another specified time, in which case only as of such time), except for those failures to be so true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent Material Adverse Effect;and Merger Subsidiary to consummate the Merger. (b) Each of Parent and MergerCo shall have performed, performed or complied in all material respects, respects with all covenants and obligations and complied with, in all material respects, its agreements and covenants required to be performed or complied with by it under this Agreement on at or prior to the Merger Effective Time; and. (c) Parent shall have delivered to the Company a certificatecertificate of Parent, dated as of the Closing Date, signed executed by an executive officer of Parent and certifying as to the satisfaction Parent, that each of the conditions specified set forth in Section 8.03(a9.02(a) and Section 8.03(b)(b) has been satisfied in all material respects. (d) Parent shall have delivered to the Company a copy of the Escrow Agreement, duly and validly executed by Parent.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is further subject to the satisfaction (or waiver by the Company in writing waiver, if permissible under Applicable Law) at or prior to the Merger Effective Time of each of the following additional conditions: (a) The (i) the representations and warranties of Parent contained in Sections 5.01 and MergerCo 5.02 of this Agreement shall be true and correct in all respects as of the date of this Agreement and at and as of the Effective Time as though made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true and correct only as of such time) and (ii) all other representations and warranties of Parent contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement hereof and at and as of the Closing, Effective Time as though made on at and as of the Closing, such time (other than any such representation and (ii) are made warranty that by its terms addresses matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), in each casecase without regard to any qualifications as to Parent Material Adverse Effect or materiality contained in such representations and warranties, except where the failure of any such representations or warranties in this clause (ii) to be so true and correct (without giving effect to any limitation as to “materiality” correct, individually or “Parent Material Adverse Effect” set forth in such representations and warranties) the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall not have performedbreached in any material respect, or failed to perform in all material respects, all the material obligations and complied with, in all material respects, its agreements and covenants required to be performed or complied with by it under this Agreement on contemplated to be performed at or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated as of the Closing Date, signed by an officer date of Parent and the Effective Time certifying as to the satisfaction of that the conditions specified in Section 8.03(a9.03(a) and Section 8.03(b)9.03(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction of the following further conditions (any one of which may be waived in whole or waiver part by the Company in writing Company): (a) (i) Parent and Merger Sub shall have performed all of their respective material obligations hereunder required to be performed by them at or prior to the Effective Time; and (ii) the Company shall have received a certificate from each of Parent and Merger Effective Time Sub, each signed by an executive officer of Parent or Merger Sub, as appropriate, to the foregoing effect; (b) each of the following additional conditions: (a) The representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that (i) are not shall have been true and correct in all material respects at the time made as of a specific date and shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct Effective Time (without giving effect to any limitation qualifications as to “materiality” materiality or “Parent lack of Material Adverse Effect” set forth in Effect contained therein) with the same force and effect as if such representations and warranties) has not warranties had been made at and as of the Effective Time, except to the extent that a breach of any such representation or warranty would not reasonably be expected result in Parent being unable to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, perform its obligations under this Agreement in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Xxxxxxx XxXxxxxxx LLP or other legal counsel to Parent shall have delivered to and Merger Sub approved by the Company in its sole discretion will have issued a certificate, dated legal opinion in the form attached hereto as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).Exhibit E.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of Parent and Merger Sub 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; (b) (i) the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that Section 5.01 (iCorporate Existence and Power), Section 5.02 (Corporate Authorization), Section 5.04(a) are not made as of a specific date (Non-Contravention) and Section 5.07 (Finders’ Fees) shall be true in all material respects at and correct as of the Effective Time as if made at and as of the date of this Agreement and such times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time) and (ii) the Closing, as though made on other representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all respects at and as of the Closing, date of this Agreement and (ii) are the Effective Time as if made as of a specific date shall be true at and correct as of such datetimes (other than representations and warranties that by their terms address matters only as of another specified time, in each case, except where the failure which shall be so true only as of such representations or warranties to be true and correct time), with only such exceptions in the case of this clause (without giving effect to any limitation b) as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of effect that the conditions specified set forth in Section 8.03(athe preceding clauses (a) and Section 8.03(b)(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction (or waiver waiver, if permissible under Applicable Law) on or prior to the Closing Date of the following further conditions: (a) each of NICE, Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of Time, (b) the following additional conditions: (a) The representations and warranties of NICE, Parent and MergerCo Merger Subsidiary contained in this Agreement that or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), in each case, except where the failure of with only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent material adverse effect on Parent’s ability to consummate the Merger and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with the other transactions contemplated by it under this Agreement on or prior to the Merger Effective Time; and and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of the Parent and certifying as to the satisfaction of that the conditions specified set forth in Section 8.03(aSections 9.03(a) and Section 8.03(b)9.02(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(i) and 5.05 (except for any de minimis inaccuracy) shall be true at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (idisregarding all materiality and Parent Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;; and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; and (b) Each 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 Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)Material Adverse Effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the Company following Table of Contents further conditions: (a) each of Parent and Merger Subsidiary shall have performed in writing all material respects all of its material obligations hereunder required to be performed by it at or prior to the Merger Effective Time of Time, (b) the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained in this Agreement that (iother than those set forth in clause (c) are not made as of a specific date below), disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the ClosingClosing Date, other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct only as of such datetime, in each case, except where the failure of with only such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to haveexceptions as, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect; , (bc) Each the representations and warranties of Parent set forth in Sections 5.01 and MergerCo 5.02, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall have performed, be true and correct in all material respects, all obligations respects on and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct in all material respects only as of such time and (d) the Company shall have received a certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The each of Parent and Merger Subsidiary 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, (i) (A) the representations and warranties of Parent contained in ‎Section 5.01 and MergerCo ‎Section 5.02 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent contained in this Agreement that or in any certificate or other writing delivered by Parent pursuant hereto (idisregarding all materiality and Parent Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause ‎(B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (bii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver (where permissible under Applicable Law) of the following further conditions: (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of Time, (ii) (A) the following additional conditions: (a) The representations and warranties of Parent contained in Section 5.01 (Corporate Existence and MergerCo Power) and Section 5.02 (Corporate Authorization) 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent contained in this Agreement that or in any certificate or other writing delivered by Parent pursuant hereto (idisregarding all materiality and Parent Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction of the following further conditions (any one of which may be waived in whole or waiver part by the Company in writing Company): (a) (i) Parent and Merger Sub shall have performed all of their respective material obligations hereunder required to be performed by them at or prior to the Effective Time; and (ii) the Company shall have received a certificate from each of Parent and Merger Effective Time Sub, each signed by an executive officer of Parent or Merger Sub, as appropriate, to the foregoing effect; (b) each of the following additional conditions: (a) The representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that (i) are not shall have been true and correct in all material respects at the time made as of a specific date and shall be true and correct in all material respects as of the date of this Agreement Effective Time with the same force and effect as if such representations and warranties had been made at and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each caseEffective Time, except where to the failure extent that a breach of any such representations representation or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and warranty would not reasonably be expected result in Parent being unable to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, perform its obligations under this Agreement in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Xxxxxxx XxXxxxxxx LLP or other legal counsel to Parent shall have delivered to and Merger Sub approved by the Company in its sole discretion will have issued a certificate, dated legal opinion in the form attached hereto as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).Exhibit H.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver of the condition that: (a) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time; (b) (i) the representations and warranties of Parent contained in Sections 5.01 and 5.02 shall be true and correct in all respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time) and (ii) the following additional conditions: (a) The other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (ii) only, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent Effect on Parent; and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is further subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of each of the following additional conditions: (a) The (i) the representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or qualified by “Parent Material Adverse Effect” set forth shall be true at and as of the Effective Time as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as of such time) and (ii) the other representations and warranties of Parent contained in this Agreement shall be true at and as of the Effective Time as if made at and as of such time (other than any such representations and warrantieswarranty that by its terms addresses matters only as another specified time, which shall be true only as of such time), with only such exceptions in the case of clause (ii) has as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, performed in all material respects, all respects its obligations and complied with, in all material respects, its agreements and covenants under this Agreement contemplated to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed by an officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and MergerCo Merger Sub contained in Article IV of this Agreement that (iwithout giving effect to any materiality, Parent Material Adverse Effect or similar qualifiers contained therein) are not made as of a specific date shall be true and correct both as of the date of this Agreement and as of the Closing, Effective Time as though made on and as of the Closing, and Effective Time (ii) are other than any such representation or warranty that is made as of a specific date specified date, which representation or warranty shall be so true and correct as of such specified date, in each case), except where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” correct, individually or “Parent Material Adverse Effect” set forth in such representations and warranties) the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo Merger Sub shall have performed, performed or complied in all material respects, all obligations respects with each of their respective covenants and complied with, agreements contained in all material respects, its agreements and covenants this Agreement to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of that the conditions specified set forth in Section 8.03(a6.3(a) and Section 8.03(b)6.3(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of Parent and Merger Sub shall have performed, or complied with, in all material respects all of its covenants and agreements hereunder required to be performed, or complied with, by it at or prior to the Effective Time; (b) (i) the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that ‎Section 5.01 (iCorporate Existence and Power), ‎Section 5.02 (Corporate Authorization) are not made as and ‎Section 5.07 (Finders’ Fees) and Section 5.08 (Ownership of a specific date Common Shares) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing, Closing Date as though if made on and as of the Closingsuch times (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time); and (ii) are made as each of a specific date the other representations and warranties of Parent and Merger Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made as of such datetimes (other than representations and warranties that by their terms address matters only as of another specified time, in each case, except where the failure which shall be so true only as of such representations or warranties to be true and correct time), with only such exceptions in the case of this clause (without giving effect to any limitation ii) as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, signed by an executive officer of Parent and certifying as to the satisfaction of effect that the conditions specified set forth in Section 8.03(athe preceding clauses (a) and Section 8.03(b)(b) have been satisfied.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver (where permissible) by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that (iwithout giving effect to any materiality qualifications or limitations therein or any references therein to Parent Material Adverse Effect) are not made as of a specific date shall be true and correct correct, in each case as of the date of this Agreement and as of the ClosingEffective Time, as though made on and as of the ClosingEffective Time, except (i) for such failures, individually or in the aggregate, to be true and correct that would not have a Parent Material Adverse Effect; (ii) are made that those representations and warranties that address matters only as of a specific particular date shall be remain true and correct as of such date; and (iii) for changes expressly permitted or contemplated by the terms of this Agreement, in each case, except where and the failure Company shall have received a certificate signed on behalf of Parent by a duly authorized officer of Parent to such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;effect; and (b) Each of Parent and MergerCo Merger Sub shall have performed, performed or complied in all material respects, respects with all obligations and complied with, in all material respects, its agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement Parent and Merger Sub on or prior to the Merger Effective Time; and (c) Parent , and the Company shall have delivered to the Company received a certificate, dated as certificate signed on behalf of the Closing Date, signed Parent by an a duly authorized officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)that effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) Each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent and MergerCo contained in this Agreement the third and fourth sentences of Section 4.01 and Sections 4.04, 4.05 (other than the last sentence thereof) and 4.17 shall be true and correct in all material respects, in each case, at and as of the Effective Time as if made at and as of such time (except that (i) are not the accuracy of representations and warranties made as of a specific date will be determined at and as of such date) and (B) all other representations and warranties of Parent contained in this Agreement shall be true and correct as of the date of this Agreement (disregarding all exceptions therein for materiality and Parent Material Adverse Effect) at and as of the Closing, Effective Time as though if made on at and as of such time (except that the Closing, accuracy of representations and (ii) are warranties made as of a specific date shall will be true determined at and correct as of such date), in each case, except where the failure of with such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer on behalf of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing fulfillment at or prior to the Merger Effective Time of the following additional conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (a) The the representations and warranties of Parent set forth in SECTION 5.1 that are qualified as to materiality or Material Adverse Effect shall be true and MergerCo contained in this Agreement correct, and those that (i) are not made as of a specific date so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement Agreement, and as of the Closing, Effective Time with 51 the same force and effect as though if made on and as of the Closing, and Effective Time (ii) are except to the extent expressly made as of a specific date shall be true and correct an earlier date, in which case as of such date), in each casecase except as permitted or contemplated by this Agreement (it being understood that for purposes of determining the accuracy of such representations and warranties any update or modification to the Parent Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be disregarded), except except, in all cases where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent; (b) Each of Parent and MergerCo shall have performed, performed or complied in all material respects, all obligations and complied with, in all material respects, respects with its agreements and covenants required to be performed or complied with by it under this Agreement on as of or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificatecertificate of its chief executive officer or chief financial officer, dated as on behalf of the Closing DateParent, signed by an officer of Parent and certifying as to the satisfaction effect that each of the conditions specified in Section 8.03(aSECTION 7.1 (as it relates to Parent) and Section 8.03(b)clauses (a) and (b) of this SECTION 7.2 has been satisfied in all respects.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent contained in Section 5.01, 5.02 and 5.05 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent; and (iii) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect; (b) Each the Company shall have received an opinion of Bxxxxx and Mxxxxx, P.A. in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, Bxxxxx and Mxxxxx, P.A. shall be entitled to rely upon representations of officers of Parent and MergerCo shall have performed, the Company substantially in all material respects, all obligations the form of Exhibit A and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective TimeB hereto; and (c) except as disclosed in a Parent shall have delivered SEC Document filed prior to the Company a certificatedate hereof or in the Parent Disclosure Schedule, dated as from the date of the Closing Date, signed by an officer of Parent and certifying as this Agreement to the satisfaction Effective Time, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the conditions specified in Section 8.03(a) and Section 8.03(b)aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that (i) are not made as of a specific date in, Section 5.06, shall be true and correct as of the date of this Agreement in all respects at and as of the ClosingEffective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as though made on of such time) (A) the representations and warranties of Parent and Merger Subsidiary contained in Section 5.01(a), Section 5.02, and Section 5.07, shall be true in all material respects at and as of the Closing, Effective Time as if made at and (ii) are made as of a specific date such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such date, time) and (B) the other representations and warranties of Parent and Merger Subsidiary contained in each case, except where the failure of such representations or warranties to be true Article 5 (disregarding all materiality and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in 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 warrantieswarranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (B) has not had and only, only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the Company following further conditions: (a) each of Parent and Merger Subsidiary shall have performed in writing all material respects all of its material obligations hereunder required to be performed by it at or prior to the Merger Effective Time of Time, (b) the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained in this Agreement that (iother than those set forth in clause (c) are not made as of a specific date below), disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the ClosingClosing Date, other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct only as of such datetime, in each case, except where the failure of with only such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has not had and would not reasonably be expected to haveexceptions as, individually or in the aggregate, have not had and are not reasonably likely to have a Parent Material Adverse Effect; , (bc) Each the representations and warranties of Parent set forth in Sections 5.01 and MergerCo 5.02, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall have performed, be true and correct in all material respects, all obligations respects on and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated as of the Closing Date, other than representations and warranties that by their terms address matters only as of another specified time, which, disregarding all materiality and Parent Material Adverse Effect qualifications contained therein, shall be true and correct in all material respects only as of such time and (d) the Company shall have received a certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The each of Parent and Merger Subsidiary 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, (i) (A) the representations and warranties of Parent contained in Section 5.01 and MergerCo Section 5.02 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent contained in this Agreement that or in any certificate or other writing delivered by Parent pursuant hereto (idisregarding all materiality and Parent Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (bii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b).foregoing effect. ARTICLE 10

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent and Merger Subsidiary 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) (A) the representations and warranties of Parent and MergerCo Merger Subsidiary contained in this Agreement that (i) are not made as of a specific date in, Section 5.06 and Section 5.07, shall be true and correct as of the date of this Agreement in all respects at and as of the ClosingEffective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as though made on of such time), (B) the representations and warranties of Parent and Merger Subsidiary contained in Section 5.01(a) and Section 5.02, shall be true in all material respects at and as of the Closing, Effective Time as if made at and (ii) are made as of a specific date such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such date, time) and (C) the other representations and warranties of Parent and Merger Subsidiary contained in each case, except where the failure of such representations or warranties to be true Article 5 (disregarding all materiality and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in 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 warrantieswarranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (C) has not had and only, only such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver of the following further conditions: (i) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of Time, (ii) (A) the following additional conditions: (a) The representations and warranties of Parent contained in Section 5.01 and MergerCo Section 5.02 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 such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time) and (B) the other representations and warranties of Parent contained in this Agreement that or in any certificate or other writing delivered by Parent pursuant hereto (idisregarding all materiality and Material Adverse Effect qualifications contained therein) are not made as of a specific date shall be true and correct as of the date of this Agreement at and as of the Closing, Effective Time as though if made on at and as of the Closing, such time (other than representations and (ii) are made warranties that by their terms address matters only as of a specific date another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by (where permissible under Applicable Law) of the Company in writing following further conditions at or prior to the Merger Effective Time of the following additional conditionsClosing: (a) The each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing; (b) (i) each of the representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date Section 5.1, Section 5.2, and Section 5.6 shall be true and correct in all material respects at and as of the date of this Agreement and as of the Closing, as though made on at and as of the ClosingClosing Date 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 only as of such time) and (ii) are made as each of a specific date the other representations and warranties of Parent contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such datetime (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), except, in each casethe case of this clause (ii), except where the failure for any failures of such representations or and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of that the conditions specified in Section 8.03(aSections 9.3(a) and Section 8.03(b)(b) are satisfied.

Conditions to the Obligations of the Company. The obligation of the Company to consummate the Merger is further subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of each of the following additional conditions: : (a) The (i) the representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of the Closing, and (ii) are made as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or qualified by “Parent Material Adverse Effect” set forth shall be true at and as of the Effective Time as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as of such time) and (ii) the other representations and warranties of Parent contained in this Agreement shall be true at and as of the Effective Time as if made at and as of such time (other than any such representations and warrantieswarranty that by its terms addresses matters only as another specified time, which shall be true only as of such time), with only such exceptions in the case of clause (ii) has as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; (b) Each of Parent and MergerCo shall have performed, performed in all material respects, all respects its obligations and complied with, in all material respects, its agreements and covenants under this Agreement contemplated to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and and (c) Parent shall have delivered to the Company a certificate, certificate signed by an executive officer of Parent dated as of the Closing Date, signed by an officer date of Parent and the Effective Time certifying as to the satisfaction of that the conditions specified in Section 8.03(a9.03(a) and Section 8.03(b).9.03(b) have been satisfied. ARTICLE 10

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate effect the Merger and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company in writing at or prior to the Merger Effective Time of the following additional conditions: (a) The each of the representations and warranties of Parent and MergerCo Merger Sub contained in this Agreement that (iwithout giving effect to any materiality, Parent Material Adverse Effect or similar qualifiers contained therein) are not made as of a specific date shall be true and correct both as of the date of this Agreement and as of the Closing, Effective Time as though made on and as of the Closing, and Effective Time (ii) are other than any such representation or warranty that is made as of a specific date specified date, which representation or warranty shall be so true and correct as of such specified date, in each case), except where the failure of such representations or and warranties to be true and correct (without giving effect to any limitation as to “materiality” correct, individually or “Parent Material Adverse Effect” set forth in such representations and warranties) the aggregate, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent and MergerCo Merger Sub shall have performed, performed or complied in all material respects, all respects with each of their respective obligations and complied with, in all material respects, its agreements and covenants required under this Agreement to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified matters set forth in Section 8.03(a6.3(a) and Section 8.03(b6.3(b).

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver by the Company in writing at or prior to the Merger Effective Time of the following additional further conditions: (a) The (i) each of Parent, Parent Assignee and Merger Subsidiary shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent, Parent Assignee and MergerCo Merger Subsidiary contained in this Agreement that (i) are not made as of a specific date Section 5.01, 5.02, and 5.07 shall be true and correct as of the date of this Agreement in all material respects at and as of the ClosingEffective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as though made on of such time) and (B) the other representations and warranties of Parent, Parent Assignee and Merger Subsidiary contained in Article 5 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the Closing, Effective Time as if made at and (ii) are made as of a specific date such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such datetime), with, in each casethe case of this clause (B) only, except where the failure of only such representations or warranties to be true and correct (without giving effect to any limitation exceptions as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect; Effect on Parent, and (biii) Each of Parent and MergerCo the Company shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.

Conditions to the Obligations of the Company. The obligation obligations of the Company to consummate the Merger is are subject to the satisfaction or waiver of the following further conditions: (a) each of Parent and Merger Subsidiary shall have performed in all material respects all of its obligations hereunder required to be performed by the Company in writing it at or prior to the Merger Effective Time of Time, (b) (i) the following additional conditions: (a) The representations and warranties of Parent and MergerCo contained in this Agreement that (i) are not made as of a specific date Sections 5.06, 5.07, 5.08, 5.09 and 5.10 shall be true and correct as of the date of this Agreement in all material respects at and as of the ClosingEffective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as though made on of such time) and (ii) the other representations and warranties of Parent contained in Article 5 (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true at and as of the ClosingEffective 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, and which shall be true only as of such time), with, in the case of this clause (ii) are made only, only such exceptions as of a specific date shall be true and correct as of such date, in each case, except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in such representations and warranties) has have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (b) Each of Parent Effect on Parent, and MergerCo shall have performed, in all material respects, all obligations and complied with, in all material respects, its agreements and covenants to be performed or complied with by it under this Agreement on or prior to the Merger Effective Time; and (c) Parent the Company shall have delivered to the Company received a certificate, dated as of the Closing Date, certificate signed by an executive officer of Parent and certifying as to the satisfaction of the conditions specified in Section 8.03(a) and Section 8.03(b)foregoing effect.