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

Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closing: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate, or cause to be consummated, the Closing are Merger is subject to the satisfaction or waiver of the following further conditions as additional conditions, any one or more of immediately prior to which may be waived in writing by the Closing:Company (a) (i) each The representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Acquiror contained in Section 5.12 shall be true and Merger Subsidiary Three shall have performed correct in all material but de minimis respects all as of its material obligations hereunder required to be performed by it at or prior to the Effective Timedate of this Agreement and as of the Closing Date as though made on and as of such date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), (ii) the Acquiror Fundamental Representations (Aother than Section 5.12) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and respects, in each case, as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at on and as of such time date (other than any such or, in the case of representations and warranties that by their terms address matters only at and as of another specified timea particular date, which as of such date) and (iii) each of the representations and warranties of Acquiror contained in this Agreement other than the Acquiror Fundamental Representations (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects or true and correctrespects, as the in each case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at on and as of such time date (other than any such or, in the case of representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified timea particular date, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such timedate), with, in the case of this clause (C) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) Each of the Company covenants of Acquiror to be performed or complied with as of or prior to the Closing shall have received the opinion been performed and complied with in all material respects; (c) Directors and officers of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions Acquiror set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of on Section 368(a9.3(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Acquiror Disclosure Letter shall have received and may rely upon resigned or otherwise been removed, effective as of or prior to the Tax Representation Letters referred Closing; (d) The sum of (x) the Trust Amount plus (y) the PIPE Investment Amount, is equal to in Section 8.07(b)or greater than $220,000,000; and (ce) since the date hereof, there Acquiror shall not have occurred and be continuing any event, occurrence, development delivered (or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected cause to have a Parent Material Adverse Effectbeen delivered) each of the Closing deliverables to be delivered by it pursuant to Section 2.4(b) other than any payments to be made pursuant thereto, which payments shall be made at the Closing.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Bidco and each Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Sub shall have performed performed, in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the First Effective Time, ; (ii) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a)5.01, the last sentence of Section 5.05(b)5.02, Sections 5.10(b), 5.19 Section 5.04(a) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.18 shall be true and correct in all material respects at and any as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties that are qualified by materiality or given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent Material Adverse Effect contained in Section 5.05(a) shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such timedate), except for any de minimis inaccuracies; (Biii) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)5.10(b) shall be true and correct, subject only to de minimis exceptions, correct in all respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), the Closing; and (Civ) all the other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement Article V (disregarding all qualifications and exceptions contained therein relating to materiality or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Parent Material Adverse Effect) shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such timedate), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiic) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c9.03(a) has been satisfied;and Section 9.03(b); and (bd) the Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, Weissor, Rifkindif Wachtell, Xxxxxxx Lipton, Xxxxx & Xxxx is unable or unwilling to provide such opinion, Freshfields Bruckhaus Xxxxxxxx LLPUS LLP (“Company Tax Counsel”), counsel to dated as of the CompanyClosing Date, in form and substance reasonably satisfactory to the Company, dated to the Closing Dateeffect that, rendered on the basis of facts, representations and assumptions set forth or referred to in such opinion and opinion, (i) the certificates obtained from officers of ParentMergers, New Chartertaken together, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode and (ii) the Mergers will not result in gain recognition to the stockholders of the Company pursuant to Section 367(a)(1) of the Code (assuming that in the case of any such stockholder who would be treated as a “five-percent transferee shareholder” of Parent within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii), which opinion shall not have been withdrawn or modified such stockholder enters into a five-year gain recognition agreement in any material respectthe form provided in Treasury Regulations Section 1.367(a)-8(c) and complies with the requirements of that agreement and Treasury Regulations Section 1.367(a)-8 for avoiding the recognition of gain). In rendering the opinion described in this Section 9.03(b)such opinion, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and Company Tax Counsel may rely upon on the Parent Tax Representation Letters referred Certificate, the Company Tax Certificate and such other information provided to in Section 8.07(b); and (c) since it by Parent and/or the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state Company for purposes of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectrendering such opinion.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Integrated Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, written waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Parent and the Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Subs shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence 5.5(a) and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.5(d) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correctrespects, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or other writing delivered by ParentSection 5.1(a) and Section 5.1(b), New CharterSection 5.2, Merger Subsidiary OneSection 5.4(a), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.5(b) and 5.5(c) and Section 5.16 and shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section 5.10(ii) and Section 5.17 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction satisfaction, or waiver at or prior to the Effective Time, of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material covenants and other 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(a), the first sentence 5.01 and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.02 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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 correct (B) the other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) the Company shall have received the an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx Holland & Xxxxxxxx LLP, counsel to the Company, Knight LLP in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of certain facts, representations and assumptions set forth in such opinion and opinion, dated the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify 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(a368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b)such opinion, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP such counsel shall have received and may be entitled to rely upon representations of officers of Parent and the Tax Representation Letters referred to Company substantially in Section 8.07(b)the form of Exhibits B and C hereto; and (c) since the date hereofof this Agreement, there shall not have occurred and be continuing any event, occurrence, revelation or development or 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 EffectEffect on Parent.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is further subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closing: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, Time of each of the following conditions: (iia) (A) the The representations and warranties of Parent contained set forth in (i) Article 5 (other than in Sections 5.015.01 (first sentence only), 5.02, 5.04(a)5.05, the first sentence 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.17, 5.18 and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.21) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct both at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at and as of the Closing Date, except where such time failures to be so true and correct (other than any without regard to “materiality,” Parent Material Adverse Effect and similar qualifiers contained in such representations and warranties that by their terms address matters only at warranties) have not had, and as of another specified timewould not reasonably be expected to have, which individually or in the aggregate, a Parent Material Adverse Effect, (ii) Section 5.01 (first sentence only) shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if though made at and as of such time the Closing Date, (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (Ciii) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.02 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and as of the date immediately preceding the date of this Amended and Restated Merger Agreement, (iv) Section 5.21 shall be true and correct in all material respects at and as of the Effective Time date of this Amended and Restated Merger Agreement and at and as if of the Closing Date as though made at and as of such time the Closing Date, (other than any such representations and warranties that by their terms address matters only as of another specified time, which v) Section 5.05(a) shall be true and correct (disregarding all materiality and without regard to “materiality,” Parent Material Adverse Effect qualifications and similar qualifiers contained thereinin such representations and warranties) only at and as of such timethe date of this Amended and Restated Merger Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except for inaccuracies that are not material and (vi) Sections 5.05(b), with5.06, in 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.17 and 5.18 shall be true and correct both at and as of the case date of this clause Amended and Restated Merger Agreement and at and as of the Closing Date as though made at and as of the Closing Date, except where such failures to be so true and correct (Cwithout regard to “materiality,” Parent Material Adverse Effect and similar qualifiers contained in such representations and warranties) only, only such exceptions as have not had had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i), (ii), (iii), (iv), (v) and (iiivi), as applicable) only as of such date and period; (b) Parent and its Subsidiaries shall have performed and complied in all material respects with the covenants and obligations under this Agreement contemplated to be performed or complied with by Parent and its Subsidiaries prior to the Effective Time; (c) since the date of this Amended and Restated Merger Agreement, there shall not have been any Circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and that are continuing; and (d) Parent shall have delivered to the Company shall have received a certificate signed by an executive officer of Parent to dated as of the foregoing effect and date of the Effective Time certifying that the condition set forth conditions specified in Section 9.03(a), Section 9.03(b) and Section 9.03(c) has have been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction on or waiver prior to the Closing Date of the following further conditions as of immediately prior to (which may be waived in whole or in part by the Closing:Company): (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Sub contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three two sentences of Section 5.05(a), the last sentence of 5.01 (Corporate Existence and Power) and in Section 5.05(b), Sections 5.10(b), 5.19 5.02 (Corporate Authorization) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.12 (Finders’ Fees) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (Cii) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and without giving effect to any “materiality,” Parent Material Adverse Effect or “all material respects” qualifications contained set forth therein) ), in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) respects only at and as of such time), withexcept, in the case of this clause (C) onlyii), only where the failure of such exceptions as have representations and warranties to be so true and correct 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 Merger Sub 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 Closing; and and (iiic) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition conditions set forth in Section 9.03(c9.03(a) has and Section 9.03(b) have been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed performed, in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the Merger Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(aSection 5.01 (other than the third and last sentences thereof), the first sentence and the last three sentences of Section 5.05(a), 5.02 (other than the last sentence of Section 5.05(b5.02(b)), Sections 5.10(bSection 5.04(a), 5.19 Section 5.05, Section 5.23, Section 5.24 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.25 shall be true and correct in all material respects at and any as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties that are qualified by given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent contained in Section 5.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; and (iii) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such timedate), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), withexcept, in the case of this clause (Ciii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and and (iiic) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the -------------------------------------------- Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closing: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it fulfillment at or prior to the Effective TimeTime of the following conditions, any or all of which may be waived in whole or in part by the Company to the extent permitted by applicable law: (ii) (Aa) the representations and warranties of Parent set forth in Section 5.1 that are qualified as to materiality or Material Adverse Effect, or in Sections 5.1(a), (b) or (d) shall be true and correct (provided, however, that with respect to the representations and warranties contained in Sections 5.01, 5.02, 5.04(aSection 5.1(b), an understatement in Section 5.1(b) of the first sentence number of Parent Shares outstanding or of the number of Parent Shares issuable under outstanding options, warrants or other commitments shall not render such representations and warranties untrue or incorrect unless the last three sentences difference between (x) the actual number of Parent Shares outstanding or the actual number of Parent Shares issuable under outstanding options, warrants or other commitments, and (y) the number of Parent Shares outstanding or the number of Parent Shares issuable under outstanding options, warrants or other commitments set forth in Section 5.05(a5.1(b) is equal to or greater than one-half percent (0.5%) of the number set forth in Section 5.1(b)), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and those that are not so qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and respects, in each case as of the date of this Agreement and at Agreement, and as of the Effective Time with the same force and effect as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at on and as of the Effective Time (except to the extent expressly made as if made at and of an earlier date, in which case as of such time date), in each case except as permitted or contemplated by this Agreement (other than any it being understood that for purposes of determining the accuracy of such representations and warranties that by their terms address matters only at and as of another specified time, which (i) any update or modification to the Parent's Disclosure Schedule made or purported to have been made without the Company's written consent thereto shall be true and correctdisregarded, subject only to de minimis exceptions, only at and as of such time)(ii) any inaccuracy that results from a Material Adverse Effect Exception shall be disregarded, and (Ciii) all other with respect to representations and warranties as if made as of Parentthe Effective Time, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement (x) all qualifications as to materiality or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained thereinshall be disregarded, and (y) at any inaccuracies in such representations and warranties (as so modified) shall be disregarded, if the inaccuracies (considered collectively) do not constitute and are not reasonably expected to result in a Material Adverse Effect on Parent). (b) Parent and its subsidiaries shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (c) Parent shall have delivered to the Company a certificate of its Chief Executive Officer and Chief Financial Officer to the effect that each of the conditions specified in Section 7.1 (as it relates to Parent) and clauses (a), (b) and (d) of this Section 7.2 is satisfied in all respects; (d) from the date of this Agreement and at and as of to the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have been any event or development which has resulted in a Material Adverse Effect (other then any Material Adverse Effect Exception) on Parent nor shall there have occurred and any event or development which could reasonably be continuing any event, occurrence, development or state of circumstances or facts which, individually or likely to result in the aggregate, has had or would reasonably be expected to have future in a Parent Material Adverse EffectEffect on Parent (other than any Material Adverse Effect Exception); (e) the Parent Shares to be issued in the Merger to the stockholders of the Company shall have been approved for listing on the NNM.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a5.01 (Corporate Existence and Power), the last sentence of Section 5.05(b5.02 (Corporate Authorization), Sections 5.10(b), 5.19 Section 5.04(a) (Non-contravention) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.26 (Finders’ Fees) shall be true and correct in all material respects at and any as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties that are qualified by materiality or given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent Material Adverse Effect contained in Section 5.05(a) (Capitalization) shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specific date, at and as of another specified timesuch date), which except for any de minimis inaccuracies; (iii) the representation and warranty set forth in Section 5.09(b) (Absence of Certain Changes) shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), the Closing; and (Civ) all the other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement Article V (disregarding all qualifications and exceptions contained therein relating to materiality or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Parent Material Adverse Effect) shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such timedate), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to havehad, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiic) since the date of this Agreement, there shall not have occurred any Parent Material Adverse Effect; (d) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c8.03(a), Section 8.03(b) has been satisfied;and Section 8.03(c); and (be) the Company shall have received the opinion of XxxxTax Opinion; in connection with rendering such opinion, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel Tax Counsel shall be entitled to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received receive and may rely upon on the Parent Tax Representation Letters referred to in Section 8.07(b); and (c) since Certificate and the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse EffectCompany Tax Certificate.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Mergers is subject to the satisfaction satisfaction, or waiver by the Company, at or prior to Closing, of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained Parent, Acquirer, Merger Sub and Merger Sub II set forth in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three second sentences of Section 5.05(a5.01 (Corporate Existence and Power), the last sentence of Section 5.05(b5.02 (Corporate Authorization), Sections 5.10(bSection 5.05(a) (Capitalization), 5.19 Section 5.14 (Brokers’ Fees) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.20 (Anti-Takeover Provisions) shall be true and correct in all material respects (disregarding for this purpose all “Parent Material Adverse Effect,” “materiality” and any similar qualifications contained in such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and warranties) as of the date of this Agreement and at and as of on the Effective Time Closing Date as if made at on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such time (other than any such representations representation and warranties that by their terms address matters only at and as of another specified time, which warranty shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such timeearlier date), (Bii) the representations and warranties of Parent contained Parent, Acquirer, Merger Sub and Merger Sub II set forth in Section 5.05 5.18 (other than the first sentence and the last three sentences Absence of Section 5.05(a) and the last sentence of Section 5.05(b)Changes) shall be true and correct, subject only to de minimis exceptions, at and correct in all respects as of the date of this Agreement and at and as of on the Effective Time Closing Date as if made at and as of on such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), date and (Ciii) all the other representations and warranties of Parent, New CharterAcquirer, Merger Subsidiary One, Merger Subsidiary Two Sub and Merger Subsidiary Three contained Sub II set forth in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto ARTICLE V shall be true and correct (disregarding for this purpose all materiality and “Parent Material Adverse Effect Effect,” “materiality” and similar qualifications contained thereinin such representations and warranties) at and as of the date of this Agreement and at and as of on the Effective Time Closing Date as if made at on such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such time (other than any such representations representation and warranties that by their terms address matters only as of another specified time, which warranty shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such timeearlier date), with, in except where the case failure of this clause (C) only, only such exceptions as have not had representations and warranties to be so true and correct would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect; ; (b) Parent, Acquirer, Merger Sub and Merger Sub II shall each have performed or complied in all material respects with all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing; (iiic) the Company shall have received at the Closing a certificate signed on behalf of Parent by an executive authorized officer of Parent to the foregoing effect and certifying that the condition conditions set forth in Sections 7.03(a), Section 9.03(c7.03(b) has and Section 7.03(d) have been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (cd) no Parent Material Adverse Effect shall have occurred since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Mergers is subject to the satisfaction on or waiver prior to the Closing Date of the following further conditions as of immediately prior to (which may be waived in whole or in part by the Closing:Company): (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Sub 1 and Merger Subsidiary Three Sub 2 shall have performed in all material respects all of its material covenants and obligations hereunder required to be performed by it at or prior to the Effective Time, Closing; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence of Section 5.01 (Corporate Existence and Power), Section 5.02 (Corporate Authorization), Section 5.05(a) (Capitalization) (other than the last three second and third sentences of Section 5.05(a), the last sentence of ) and Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.18 (Finders’ Fees) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bii) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence second and the last three third sentences of Section 5.05(a) and the last sentence of Section 5.05(b)(Capitalization) shall be true and correct, subject only except where the failure to be true and correct, individually or in the aggregate, is a de minimis exceptionsinaccuracy, and (iii) all other representations and warranties of Parent contained in this Agreement or in any certificate or other writing delivered by Parent pursuant hereto shall be true and correct in all respects (disregarding all materiality and Parent Material Adverse Effect qualifiers contained therein), in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time Closing (other than any 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 (disregarding all materiality and Parent Material Adverse Effect qualifications qualifiers contained therein) only at and as of such time), withexcept, in the case of this clause (C) onlyiii), only where the failure of such exceptions as have not had representations and warranties to be so true and correct 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereofof this Agreement, there shall not have occurred and be continuing been any eventeffect, occurrencechange, development condition, occurrence or state of circumstances or facts whichevent that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect; (d) the Company shall have received a certificate signed by an executive officer of Parent certifying that each of the conditions set forth in Section 9.03(a), Section 9.03(b) and Section 9.03(c) has been satisfied; and (e) the Company shall have received the opinion of nationally recognized outside counsel, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent, the Company, Merger Sub 1 and Merger Sub 2, reasonably satisfactory in form and substance to such counsel.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a5.04(i), the first sentence and the last three sentences of Section 5.05(a)5.05, the last sentence of Section 5.05(b), Sections 5.07(j), 5.10(b), 5.19 5.18 and 5.205.19, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that (i) the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b)) hereof; and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (b) both (i) any applicable waiting period or periods under the HSR Act shall have expired or been terminated and (ii) the Company Condition Regulatory Approvals shall have been made, obtained or received (Aor the waiting periods with respect thereto as set forth in Section ‎9.03(b) of the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(aCompany Disclosure Schedule shall have expired or been terminated), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time applicable; (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), c) (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)‎5.05(a) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section ‎5.01 (other writing delivered by Parentthan the third sentence thereof), New CharterSection ‎5.02, Merger Subsidiary OneSection ‎5.04(i), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section ‎5.26, Section ‎5.27 and Section ‎5.28 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section ‎5.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) since the date of this Agreement, there shall not have occurred any vent, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and and (iiie) the Company shall have received a certificate signed by an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b‎9.03(a), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received Section ‎9.03(c) and may rely upon the Tax Representation Letters referred to in Section 8.07(b‎9.03(d); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Integrated Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, written waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Parent and the Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Subs shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence 5.5(a) and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.5(d) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correctrespects, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or other writing delivered by ParentSection 5.1(a) and Section 5.1(b), New CharterSection 5.2, Merger Subsidiary OneSection 5.4(a), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.5(b) and 5.5(c) and Section 5.16 and shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section 5.10(ii) and Section 5.17 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (c) since the date of this Agreement, there shall not have occurred a Parent Material Adverse Effect; and and (iiid) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b9.3(a), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received Section 9.3(b) and may rely upon the Tax Representation Letters referred to in Section 8.07(b9.3(c); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three Parent pursuant hereto shall be true and correct (disregarding other than Fundamental Representations), without giving effect to any all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , (ii) the Fundamental Representations of Parent contained in this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such time (other than Fundamental Representations that by their terms address matters only as of another specified time, which shall be true only as of such time) and (iii) the representations and warranties of Parent contained in ‎Section 5.05(a) and ‎Section 5.05(b) of this Agreement shall be true in all respects at and as of the Closing 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), except for any failures to be so true that are de minimis; (b) each of Parent and the Merger Subs shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing (or any non-performance shall have been cured) in all material respects; provided that the failure by Parent or the Merger Subs to perform any of their obligations set forth in Section 8.08(b) shall not be deemed to constitute a failure of the closing condition set forth in this ‎Section 9.03(b) to have been satisfied; (c) the Company shall have received a certificate signed by an a senior executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(cSections ‎9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b‎9.03(b); and (cd) since the date hereofof this Agreement, there shall not have occurred and be continuing to occur any event, occurrencechange, development effect, occurrence or state of circumstances or facts which, individually or in the aggregate, that has had or would reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed (or any non-performance shall have been cured), in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section 5.01 (other writing delivered by than the third sentence thereof), Section 5.02, Section 5.04(i), Section 5.06(b) ((x) other than the last sentence thereof and (y) solely with respect to the Major Subsidiaries of Parent), New CharterSection 5.20, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.21 and Section 5.22 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); and (iii) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (Ciii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred, and (iiiii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in Section 9.03(d) of the Company Disclosure Schedule, in each case in this clause (d), to the extent required under Applicable Law to consummate the transactions contemplated hereby at Closing, shall have been made or obtained, as applicable, and shall be in full force and effect; and (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx9.03(a), Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b) and Section 9.03(c), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a)5.05, the last sentence of Section 5.05(b)5.06, Sections 5.10(b), 5.19 5.15 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.16 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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), (iii) the other representations and correct warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (C) onlyiii), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (iiiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) the The Company shall have received the opinion of XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx Mxxxxxx & Xxxxxxxx Fxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that (i) the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx Mxxxxxx & Xxxxxxxx Fxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b)8.06(b) hereof; and (c) since Since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)5.5(a) shall be true and correctcorrect in all respects, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section 5.1 (other writing delivered by Parentthan the third sentence thereof), New CharterSection 5.2, Merger Subsidiary OneSection 5.4(a), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.5(b) and 5.5(c), Section 5.6(b), Section 5.24, Section 5.25 and Section 5.26 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section 5.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality and or Parent Material Adverse Effect qualifications contained therein) only Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiic) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) the Significant Stockholder Share Exchange shall have occurred; (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c9.3(a), Section 9.3(b), Section 9.3(c) has been satisfiedand Section 9.3(d); (bf) the Parent Annual Meeting shall have occurred; and (g) the Company shall have received the an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the CompanyTax Counsel, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, rendered to the effect that, on the basis of certain facts, representations and assumptions set forth in such opinion and opinion, the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify be treated for federal income tax purposes as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode (and, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b)such opinion, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received such counsel may require and may rely upon representations contained in certificates of officers of Parent and the Tax Representation Letters referred Company, reasonably satisfactory in form and substance to in Section 8.07(bsuch counsel); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Sub 1 and Merger Subsidiary Three Sub 2 shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (b) both (i) any applicable waiting period or periods under the HSR Act shall have expired or been terminated and (ii) the Closing Condition Regulatory Approvals shall have been made, obtained or received (Aor the waiting periods with respect thereto shall have expired or been terminated), as applicable; (c) (i) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section ‎Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement ‎Section 5.01 (other than the third sentence thereof), ‎Section 5.02, ‎Section 5.04(i), ‎Section 5.16, ‎Section 5.17 and ‎Section 5.18 which (A) are not qualified by a materiality or in any certificate Parent Material Adverse Effect qualification or other writing delivered by Parentexception, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct in all material respects and (disregarding all B) are qualified by a materiality and or Parent Material Adverse Effect qualifications contained therein) qualification or exception, shall be true and correct in all respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in ‎Section 5.10(b) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiid) since the date of this Agreement, there shall not have occurred any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (e) the Company shall have received a certificate signed by an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(a), Section 9.03(c) has been satisfied;and Section 9.03(d); and (bf) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Companyeffect that, dated the Closing Date, rendered on the basis of the facts, representations and assumptions set forth or referred to in such opinion and opinion, the certificates obtained from officers of ParentMergers, New Chartertaken together as an integrated transaction, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify be treated for United States federal income tax purposes as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be dated the Closing Date; provided that if Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP does not render such opinion for any reason, this condition shall not have been withdrawn nonetheless be deemed satisfied if a third party nationally recognized law or modified in any material respectaccounting firm as reasonably agreed to by Parent and the Company renders such opinion to the Company. In rendering such opinion, such counsel may require and will be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in the opinion tax representation letters described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect‎Section 8.10.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Sub 1 and Merger Subsidiary Three Sub 2 shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (b) both (i) any applicable waiting period or periods under the HSR Act shall have expired or been terminated and (ii) the Closing Condition Regulatory Approvals shall have been made, obtained or received (A) or the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(awaiting periods with respect thereto shall have expired or been terminated), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time applicable; (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), c) (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement Section 5.01 (other than the third sentence thereof), Section 5.02, Section 5.04(i), Section 5.16, Section 5.17 and Section 5.18 which (A) are not qualified by a materiality or in any certificate Parent Material Adverse Effect qualification or other writing delivered by Parentexception, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct in all material respects and (disregarding all B) are qualified by a materiality and or Parent Material Adverse Effect qualifications contained therein) qualification or exception, shall be true and correct in all respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section 5.10(b) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiid) since the date of this Agreement, there shall not have occurred any event, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (e) the Company shall have received a certificate signed by an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(a), Section 9.03(c) has been satisfied;and Section 9.03(d); and (bf) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Companyeffect that, dated the Closing Date, rendered on the basis of the facts, representations and assumptions set forth or referred to in such opinion and opinion, the certificates obtained from officers of ParentMergers, New Chartertaken together as an integrated transaction, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify be treated for United States federal income tax purposes as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be dated the Closing Date; provided that if Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP does not render such opinion for any reason, this condition shall not have been withdrawn nonetheless be deemed satisfied if a third party nationally recognized law or modified in any material respectaccounting firm as reasonably agreed to by Parent and the Company renders such opinion to the Company. In rendering such opinion, such counsel may require and will be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in the opinion tax representation letters described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect8.10.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Sub 1 and Merger Subsidiary Three Sub 2 shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the First Merger Effective Time, ; (iib) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section 5.01 (other writing delivered by than the third sentence thereof), Section 5.02, Section 5.04(i), Section 5.06(b) (solely with respect to Major Subsidiaries of Parent), New CharterSection 5.23, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.24 and Section 5.25 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); and (iii) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (Ciii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (iiiii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in Section 9.03(d) of the Company Disclosure Schedule, in each case, to the extent required under Applicable Law to consummate the transactions contemplated hereby at Closing, shall have been made or obtained and shall be in full force and effect; (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(a), Section 9.03(b) and Section 9.03(c) has been satisfied;); and (bf) the Company shall have received the an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, Xxxxx Xxxxx (or another nationally recognized law firm) substantially to the effect that (i) for U.S. federal income tax purposes the Second Company Merger Mergers, taken together, will qualify be treated as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described such opinion, Xxxxx Xxxxx shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received Agreement and may rely upon in the Tax Representation Letters referred to described in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect8.13.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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 Section 5.01, 5.02, 5.04(a), the first sentence 5.05 and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.16 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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 correct (B) the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) the Company shall have received the an opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx LLP, counsel to the Company, Mxxxx LLP in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of certain facts, representations and assumptions set forth in such opinion and opinion, dated the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify 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(a368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b)such opinion, XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Mxxxx LLP shall have received and may be entitled to rely upon representations of officers of Parent and the Tax Representation Letters referred to Company substantially in Section 8.07(b)the form of Exhibit A and B hereto; and (c) since from the date hereofof this Agreement to the 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 aggregate, has had or would reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

Conditions to the Obligations of the Company. The Notwithstanding any other provision of this Agreement, the obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingprecedent: (a) All of the representations and warranties made by the Purchaser in this Agreement and in any documents or certificates provided by the Purchaser (i) each shall have been true and correct in all material respects as of Parentthe date of this Agreement and (ii) shall have been true and correct as of the Effective Time as though made at and as of the Effective Time, New Charterprovided, Merger Subsidiary Onehowever, Merger Subsidiary Two that if any representation or warranty (other than the representations contained in Sections 2.1(a), 2.1(b), 2.1(c), 2.2 and Merger Subsidiary Three 2.3) is not true or correct as of the Effective Time, the condition in this clause (ii) shall nonetheless be deemed satisfied unless the facts or circumstances causing any representation or warranty not to be true or correct, either individually or in the aggregate, and without giving effect to any materiality qualifier set forth in any such representation or warranty, have a Material Adverse Effect on the Purchaser. (b) Purchaser shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct have complied in all material respects with all agreements and any such representations and warranties that are qualified covenants required by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and to be performed or complied with by it prior to or at and as of the Effective Time as if made at and as of such time Time. (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bc) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and (iii) the The Company shall have received a certificate signed by an executive officer the Chairman and Chief Executive Officer of Parent to Purchaser, in his capacity as such, dated as of the foregoing effect and certifying Effective Time, that based upon such Chief Executive Officer's knowledge, the condition conditions set forth in Section 9.03(cSections 6.3(a) has been satisfied; and (b) have been satisfied. (d) All action required to be taken by or on the part of Purchaser to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors of Purchaser, and the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as certified copies of the First resolutions evidencing such authorization. (e) The Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon an opinion of the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereofGeneral Counsel of Purchaser, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or substantially in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectform of Exhibit H hereto.

Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing are shall be further subject to the satisfaction (or waiver by the Company in its sole discretion, if permissible under applicable Law) on or prior to the Closing Date of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained the Investor (i) set forth in Sections 5.014.01, 5.02, 5.04(a)the first three sentences of Section 4.02, the first sentence and the last three sentences of Section 5.05(a), the last sentence of 4.04 and in Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 4.06 shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Investor Material Adverse Effect” and words of similar import set forth therein) in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing Date with the same effect as if though made at on and as of such time date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) set forth in this Agreement, other than any such representations in Sections 4.01, the first three sentences of Section 4.02, the first sentence of Section 4.04 and warranties that by their terms address matters only at and as of another specified timein Section 4.06, which shall be true and correct in all material respects (disregarding all qualifications or true limitations as to “materiality”, “Investor Material Adverse Effect” and correct, as the case may be, only at and as words of such time), (Bsimilar import set forth therein) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing Date with the same effect as if though made at on and as of such time date (other than any such representations and warranties that by their terms address matters only at and except to the extent expressly made as of another specified timean earlier date, in which shall be true and correct, subject only to de minimis exceptions, only at and case as of such timeearlier date), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), withexcept, in the case of this clause (C) onlyii), only such exceptions as have where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent an Investor Material Adverse Effect; (b) the Investor shall have complied with or performed in all material respects its obligations required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; and and (iiic) the Company shall have received a certificate certificate, signed on behalf of the Investor by an executive a duly authorized officer of Parent thereof, certifying that, with respect to the foregoing effect and certifying that Investor, the condition conditions set forth in Section 9.03(c6.02(a) has and Section 6.02(b) have been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three Parent pursuant hereto shall be true and correct (disregarding other than Fundamental Representations), without giving effect to any all materiality and Parent Material Adverse Effect qualifications contained therein) , shall be true at and as of the date of this Agreement and at and as of the Effective Time Closing Date as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, with only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , (ii) the Fundamental Representations of Parent contained in this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such time (other than Fundamental Representations that by their terms address matters only as of another specified time, which shall be true only as of such time) and (iii) the representations and warranties of Parent contained in Section 5.05(a) and Section 5.05(b) of this Agreement shall be true in all respects at and as of the Closing 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), except for any failures to be so true that are de minimis; (b) each of Parent and the Merger Subs shall have performed all of its obligations hereunder required to be performed by it at or prior to the Closing (or any non-performance shall have been cured) in all material respects; provided that the failure by Parent or the Merger Subs to perform any of their obligations set forth in Section 8.08(b) shall not be deemed to constitute a failure of the closing condition set forth in this Section 9.03(b) to have been satisfied; (c) the Company shall have received a certificate signed by an a senior executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(cSections 9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (cd) since the date hereofof this Agreement, there shall not have occurred and be continuing to occur any event, occurrencechange, development effect, occurrence or state of circumstances or facts which, individually or in the aggregate, that has had or would reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger and the Recapitalization is subject to the satisfaction or waiver of the following further conditions as of immediately prior to (which may be waived in whole or in part by the Closing:Company, unless such waiver is prohibited by law): (a) (i) each Each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Holdings and Merger Subsidiary Three FDESI shall have performed performed, in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, Closing; (ii) (A) each of the representations and warranties of Parent Holdings and FDESI contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect this Agreement shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement hereof and at and as of the Effective Time Closing (except to the extent such representations and warranties are expressly made as of an earlier date) as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as 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 Holdings to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) The Agreement of Merger shall have been submitted to the California Secretary of State for filing in accordance with the California Code; (c) FDESI shall have made the FDESI Deposit with the Exchange Agent and furnished the Company shall have received the opinion of Xxxxevidence, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Datethereof and evidence, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and reasonably satisfactory to the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(aTransfer Authorization; (d) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP Holdings shall have received furnished the Company with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Holdings approving this Agreement, the Option Agreement and may rely upon the Tax Representation Letters referred to in Section 8.07(b)Marketing Agreement, and the transactions contemplated hereby and thereby; (ii) a certified copy of a resolution or resolutions duly adopted by the Board of Directors and sole stockholder of FDESI approving this Agreement; and (ciii) since a favorable opinion of Lawrence N. Fisher counsel fxx Xxxxxxxx, xxxxx the date hereofClosing Date with respect to the matters set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8 and 4.10; (e) from the FDESI Balance Sheet Date to the Closing Date there shall not have occurred been no FDESI Material Adverse Change; (f) No action or proceeding before any court or governmental or regulatory authority or body, United States federal or state or foreign, shall have been constituted (and be continuing pending) or threatened, by any eventgovernment or governmental authority, occurrencethat seeks, development or threatens to seek, to prevent or delay the consummation of the Transactions or that challenges any of the terms or provisions of this Agreement; (g) No order, judgment or decree issued by any United States federal or state or foreign governmental or regulatory authority or body, or by any court of circumstances competent jurisdiction nor any statute, rule, regulation or facts whichexecutive order promulgated or enacted by any United States federal or state or foreign government or governmental authority that (i) prevents the consummation of the Transactions; (ii) prohibits Holdings at any time after the Closing from exercising all material rights and privileges pertaining to its ownership of the stock of the Surviving Corporation; or (iii) materially and adversely affects the condition (financial or otherwise), individually properties, assets, earnings, business or operations of FDESI, shall be in effect; and (h) The Marketing Agreement shall have been executed and delivered by Holdings and shall be in full force and effect to the aggregateextent set forth therein. (i) The Company shall have received the additional opinion of Donaldson, has had or would reasonably be expected to have a Parent Material Adverse EffectLuftkin & Jenrette rxxxxxxxxx in Section 0.0.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a5.04(i), the first sentence and the last three sentences of Section 5.05(a)5.05, the last sentence of Section 5.05(b), Sections 5.07(j), 5.10(b), 5.19 5.18 and 5.205.19, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of XxxxPxxx, Weiss, Rifkind, Xxxxxxx Wxxxxxx & Xxxxxxxx Gxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that (i) the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), XxxxPxxx, Weiss, Rifkind, Xxxxxxx Wxxxxxx & Xxxxxxxx Gxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b)) hereof; and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a5.04(i), the first sentence and the last three sentences of Section 5.05(a)5.05, the last sentence of Section 5.05(b), Sections 5.07(j), 5.10(b), 5.19 5.18 and 5.205.19, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), and (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that (i) the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “ party to the reorganization ” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b)) hereof; and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing transactions contemplated herein are also subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each Each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent CES contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect this Agreement shall be true and correct in all material respects and any such as of the Closing, except that those representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms which address matters only at and as of another specified time, which a particular date shall be remain true and correct in all material respects or true and correct, as the case may be, only at and as of such time)date. CES shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. (b) At or prior to the Closing, all filings necessary under federal and state securities laws to permit the issuance and delivery of the Shares in connection with the Agreement in compliance with such laws shall have been made, and any authorizations in connection therewith from all applicable securities regulatory authorities shall have been obtained. (Bc) All conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement shall have been satisfied except for (i) the representations and warranties of Parent contained conditions described in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a7.01(e) and the last sentence of Section 5.05(b)(ii) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with, in the case of this clause (C) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(csuch Sections 7.01 and 7.02 which is not satisfied due to a breach by the Company of any representation, warranty, covenant or obligation contained in any of the Transaction Documents (as defined in the Merger Agreement) has been satisfied;to which the Company is a party. (bd) the Company The Cinergy Gasco Purchase and Sale Agreement shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Companybeen executed by all parties thereto, in substantially the form of Exhibit 7.01(e-2), and substance reasonably satisfactory all conditions to closing thereunder, other than the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as payment of the First Company Merger Effective Time, "Purchase Price" (as defined therein) pursuant to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion 8.4 therein shall not have been withdrawn satisfied or modified in any material respect. In rendering waived by the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectappropriate party thereunder.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction or (or, to the extent permitted by Applicable Law, written waiver by the Company) of the following further conditions as of immediately prior to the Closingadditional conditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed and complied with in all material respects all of its material the covenants, obligations and agreements hereunder required to be performed or complied with by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent Merger Sub contained in Section 5.05 5.01 (other than the first sentence Corporate Existence and the last three sentences of Power), Section 5.05(a5.02 (Corporate Authorization), Section 5.08 (Finders’ Fees), Section 5.10 (Solvency) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as 5.11 (Ownership 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timeCommon Shares), and (C) all other representations and warranties of Parentdisregarding, New Charterin each case, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) shall be true in all material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such 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), (iii) the other representations and correct warranties of Parent and Merger Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true in all respects at and as of the Closing as if made at and as of the Closing (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), with, with only such exceptions in the case of this clause (Ciii) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (iiiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion on behalf of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, Parent to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(aconditions set forth in foregoing clauses (i) of the Code, which opinion shall not - (iii) have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectsatisfied.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect ‎Section ‎5.5(a) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correctrespects, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or ‎Section ‎5.1 (other writing delivered by Parentthan the third sentence thereof), New Charter‎Section ‎5.2, Merger Subsidiary One‎Section ‎5.4(a), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section ‎5.5(b) and ‎5.5(c), Section ‎5.6(b), ‎ ‎Section ‎5.24, Section ‎5.25 and Section ‎5.26 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in ‎Section ‎5.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing; and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality and or Parent Material Adverse Effect qualifications contained therein) only Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (C‎(iv) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiic) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) the Significant Stockholder Share Exchange shall have occurred; (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in ‎Section ‎9.3(a), ‎Section ‎9.3(b), ‎Section ‎9.3(c) and Section 9.03(c) has been satisfied‎9.3(d); (bf) the Parent Annual Meeting shall have occurred; and (g) the Company shall have received the an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the CompanyTax Counsel, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, rendered to the effect that, on the basis of certain facts, representations and assumptions set forth in such opinion and opinion, the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify be treated for federal income tax purposes as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode (and, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b)such opinion, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received such counsel may require and may rely upon representations contained in certificates of officers of Parent and the Tax Representation Letters referred Company, reasonably satisfactory in form and substance to in Section 8.07(bsuch counsel); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction or (or, to the extent permitted by Applicable Law, written waiver by the Company) of the following further conditions as of immediately prior to the Closingadditional conditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Sub contained in Sections 5.01, 5.02, 5.04(a‎‎Section 5.01 (Corporate Existence and Power), the first sentence and the last three sentences of Section 5.05(a‎‎Section 5.02 (Corporate Authorization), Section 5.04(a) (Non-Contravention) and ‎Section 5.07 (Finders’ Fees) shall be true in all material respects as of the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 Closing Date (other than any such representations and 5.20, and that are not warranties qualified by materiality or Parent Material Adverse Effect qualifications, which shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time respects) as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such 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), (ii) the other representations and correct warranties of Parent and Merger Sub contained in this Agreement (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true in all respects as of the Closing 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 so true only as of such time), with, with only such exceptions in the case of this clause (C‎(ii) only, only where the failure of such exceptions as have representations and warranties to be so true and correct has 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 certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion on behalf of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, Parent to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(aconditions set forth in foregoing clauses ‎(i) of the Code, which opinion shall not - ‎(ii) and ‎Section 9.03(b) have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP satisfied. (b) Parent and Merger Sub shall have received performed and may rely upon complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse EffectEffective Time.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingadditional conditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed and complied with in all material respects all of its material the covenants, obligations and agreements hereunder required to be performed or complied with by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Parent and Merger Sub contained in Sections 5.01, 5.02, 5.04(aSection 5.01(a) (Corporate Existence and Power), the first sentence and the last three sentences of Section 5.02 (Corporate Authorization), Section 5.04(a) (Non-Contravention), Section 5.05(a) and (b) (Capitalization), the last sentence of Section 5.05(b5.14 (Finders’ Fees), Sections 5.10(bSection 5.17 (Solvency), and Section 5.19 and 5.20, and (Takeover Statutes) that (A) are not qualified by materiality or Parent Material Adverse Effect or other materiality qualifiers shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at (but for de minimis inaccuracies)as of the date hereof and as of the date of this Agreement and at and as of the Effective Time Closing Date as if made at and as of such time the Closing Date (in each case, other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such 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 (B) are qualified by Parent Material Adverse Effect or other materiality qualifiers shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (in each case, 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) without disregarding such Parent Material Adverse Effect or other materiality qualifiers qualifications, (iii) the representations and warranties of the Company contained in Section 5.10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing, (iv) 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) only shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (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), with, with only such exceptions in the case of this clause (Civ) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (iiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition conditions set forth in foregoing clauses (i) – (iv) and Section 9.03(c9.03(b) has have been satisfied;. (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since Since the date hereofof this Agreement, there no Parent Material Adverse Effect shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectcontinuing.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company at or prior to the Effective Time of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed or complied with, in all material respects respects, all of its material obligations hereunder required to be performed or complied with by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent and Merger Subsidiary contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 5.05(b)(I) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.09(ii) shall be true and correct in all material respects (except in the case of Section 5.05(a) and Section 5.05(b)(I) for any such representations and warranties inaccuracy(ies) that individually or in the aggregate is or are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as de minimis relative to the fully diluted equity capitalization of the date of this Agreement and Parent) at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), with(B) the representations and warranties of Parent and Merger Subsidiary contained in Section 5.02, Section 5.17(b), Section 5.20, Section 5.21 and shall be true and correct in all material respects, without giving effect to any materiality, “Material Adverse Effect” and similar “material” qualifications contained therein, 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 so true and correct only as of such time) and (C) the other representations and warranties of Parent and Merger Subsidiary contained in Article 5 (disregarding all materiality, “Material Adverse Effect” and similar “material” qualifications contained therein) shall be true and correct 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 so true and correct only as of such time), except, in the case of this clause (C) only, only where the failure of such exceptions as have representations and warranties to be so true and correct, individually or in the aggregate, has not had had, and would not reasonably be expected 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 an executive officer of Parent certifying as to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described matters in this Section 9.03(a) and Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (cb) since the date hereof, of this Agreement there shall not have occurred and be continuing any effect, change, development, event, circumstance, occurrence, development condition, fact or state of circumstances or facts whichthat, individually or in the aggregate, has had had, or would reasonably be expected to have have, a Parent Material Adverse EffectEffect on Parent.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingadditional conditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed and complied with in all material respects all of its material the covenants, obligations and agreements hereunder required to be performed or complied with by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Parent and Merger Sub contained in Sections 5.01, 5.02, 5.04(a‎ ‎Section 5.01(a) (Corporate Existence and Power), the first sentence and the last three sentences of Section 5.05(a‎‎Section 5.02 (Corporate Authorization), the last sentence of Section 5.05(b‎Section 5.04(a) (Non-Contravention), Sections 5.10(b‎Section 5.05‎(a) and ‎(b) (Capitalization), 5.19 and 5.20‎Section 5.14 (Finders’ Fees), ‎Section 5.17 (Solvency), and ‎Section 5.19 (Takeover Statutes) that (A) are not qualified by materiality or Parent Material Adverse Effect or other materiality qualifiers shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at (but for de minimis inaccuracies)as of the date hereof and as of the date of this Agreement and at and as of the Effective Time Closing Date as if made at and as of such time the Closing Date (in each case, other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any such 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 (B) are qualified by Parent Material Adverse Effect or other materiality qualifiers shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (in each case, 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) without disregarding such Parent Material Adverse Effect or other materiality qualifiers qualifications, (iii) the representations and warranties of the Company contained in ‎Section 5.10(b) (Absence of Certain Changes) shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing, (iv) 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) only shall be true and correct in all respects as of the date hereof and as of the Closing Date as if made at and as of the Closing Date (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), with, with only such exceptions in the case of this clause (C‎(iv) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (iiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition conditions set forth in Section 9.03(cforegoing clauses (i) has – (iv) and ‎Section 9.03(b) have been satisfied;. (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since Since the date hereofof this Agreement, there no Parent Material Adverse Effect shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectcontinuing.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of the Parent Entities contained in Sections the first sentence of Section 5.01, and Sections 5.02, Section 5.04(a), Section 5.05(b) (other than the first second sentence and thereof (other than clause (iv) of the last three sentences of Section 5.05(asecond sentence)), Section 5.05(c) (other than the last second sentence thereof (other than clause (iv) of the second sentence)) and Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.20 shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) in all material respects or true and correct, as the case may be, only at and as of such time), (Bii) the representations and warranties of the Parent Entities contained in Section 5.05 5.10(b) shall be true and correct in all respects at and as of the Closing as if made at and as of such time, (other than iii) the first sentence representations and warranties of the last three sentences of Parent Entities contained in Section 5.05(a) and ), the last second sentence of Section 5.05(b)) (other than clause (iv) thereof) and the second sentence of Section 5.05(c) (other than clause (iv) thereof) shall be true and correct, subject only to de minimis exceptionsDe Minimis Inaccuracies, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptionsDe Minimis Inaccuracies, only at and as of such time), and (Civ) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three the Parent Entities contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such time), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiib) each of the Parent Entities shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing; (c) the Company shall have received a certificate signed by an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(cSections 9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (cd) since the date hereof, there Founding Controlling Parent Shareholders shall not have occurred made the Founders Cash Contribution and the Founders Cash Contribution Amount shall continue to be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectheld by HoldCo.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent contained and Merger Sub (i) set forth in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.2(a) (Capitalization) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and except for de minimis inaccuracies as of the date of this Agreement and at as of the Closing Date as if made on and as of the Effective Time Closing Date (unless any such representation or warranty addresses matters only as if made at of a particular date, in which event such representation or warranty shall be true and correct except for de minimis inaccuracies only as of such time particular date), (other than any such representations and warranties that by their terms address matters only at and as ii) set forth in the first sentence of another specified timeSection 5.1(a) (Organization), which in Section 5.3 (Authorization; Validity of Agreement; Parent Action), Section 5.12 (Vote Required), Section 5.13 (Board Recommendation) shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at (except for those set forth in Section 5.13(c) if the Unis Closing Date has occurred) as of the Closing Date as if made on and as of the Effective Time as if made at and Closing Date (unless any such representation or warranty addresses matters only as of a particular date, in which event such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement representation or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto warranty shall be true and correct in all respects only as of such particular date), (disregarding all materiality iii) set forth in Section 5.6(a) (Absence of Certain Changes) shall be true and Parent Material Adverse Effect qualifications contained therein) at and correct as of the date of this Agreement and at as of the Closing Date as if made on and as of the Effective Time Closing Date (excluding, however, clause (a) of the definition of Parent Material Adverse Effect for purposes of this clause (iii)) (iv) set forth in Section 5.1(b), Section 5.1(c), Section 5.6(b) (as if made at it relates to Section 6.1(b)(iii) and as of such time (other than any such representations v)), Section 5.9, Section 5.15, Section 5.16, Section 5.17, Section 5.18, and warranties that by their terms address matters only as of another specified timeSection 5.19, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at as of the date of this Agreement and as of the Closing Date (unless any such timerepresentation or warranty addresses matters only as of a particular date in which event such representation or warranty shall be true and correct only as of such particular date), withexcept, in the case of this clause (Civ), where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Parent Material Adverse Effect; and (iiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Article V, other than those Sections specifically identified in clauses (i), (ii), (iii) and (iv) of this Section 9.03(c) has been satisfied; (b) the Company 7.3(a), shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form be true and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing correct as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify date of this Agreement and as a reorganization within the meaning of Section 368(a) of the Code, Closing Date (unless any such representation or warranty addresses matters only as of a particular date in which opinion event such representation or warranty shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(bbe true and correct only as of such particular date), Xxxxexcept, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregatecase of this clause (v), has had where the failure to be so true and correct (without giving effect to any limitation as to “materiality”, “Parent Material Adverse Effect” or similar qualifications as set forth therein) would reasonably be expected to have not constitute a Parent Material Adverse Effect.; provided that the conditions set forth in clauses (i), (iii) and (iv) shall not apply if the Unis Closing Date has occurred;

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permissible, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained set forth in Sections 5.01Section 5.01 (other than the second sentence thereof), Section 5.02, 5.04(a), the first sentence Section 5.04(i) and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.17 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), ; (Bii) the representations and warranties of Parent contained set forth in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), ; (iii) the representation and warranty of Parent set forth in Section 5.11 shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time; and (Civ) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained Parent set forth in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all without regard to materiality and Parent or Material Adverse Effect qualifications qualifiers contained therein) at and 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 any such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct (disregarding all without regard to materiality and Parent or Material Adverse Effect qualifications qualifiers contained therein) only at and as of such time), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and Effect on Parent; (iiic) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (cd) since both (i) the date hereof, there early termination or expiration of the waiting period required under the HSR Act shall not have occurred and (ii) the Required Governmental Authorizations set forth in Section 9.03(d) of the Company Disclosure Schedule shall have been made or obtained and shall be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectfull force and effect.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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 Section 5.01, 5.02, 5.04(a), the first sentence 5.05 and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.16 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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 correct (B) the other representations and warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate or other writing delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (CB) only, only such exceptions as 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 and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) the Company shall have received the an opinion of XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx LLP, counsel to the Company, Xxxxx LLP in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of certain facts, representations and assumptions set forth in such opinion and opinion, dated the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify 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(a368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b)such opinion, XxxxCravath, Weiss, Rifkind, Xxxxxxx Swaine & Xxxxxxxx Xxxxx LLP shall have received and may be entitled to rely upon representations of officers of Parent and the Tax Representation Letters referred to Company substantially in Section 8.07(b)the form of Exhibit A and B hereto; and (c) since from the date hereofof this Agreement to the 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 aggregate, has had or would reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Sub 1 and Merger Subsidiary Three Sub 2 shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the First Merger Effective Time, ; (iib) (A) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section 5.01 (other writing delivered by than the third sentence thereof), Section ‎5.02, ‎Section 5.04(i), ‎Section 5.06(b) (solely with respect to Major Subsidiaries of Parent), New Charter‎Section 5.23, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.24 and Section ‎5.25 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); and (iii) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (Ciii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (iiiii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in Section 9.03(d) of the Company Disclosure Schedule, in each case, to the extent required under Applicable Law to consummate the transactions contemplated hereby at Closing, shall have been made or obtained and shall be in full force and effect; (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(a), Section 9.03(b) and Section 9.03(c) has been satisfied;); and (bf) the Company shall have received the an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, Xxxxx Xxxxx (or another nationally recognized law firm) substantially to the effect that (i) for U.S. federal income tax purposes the Second Company Merger Mergers, taken together, will qualify be treated as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described such opinion, Xxxxx Xxxxx shall be entitled to rely upon assumptions, representations, warranties and covenants, including those contained in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received Agreement and may rely upon in the Tax Representation Letters referred to described in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect8.13.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction on or waiver prior to the Closing Date of the following further conditions as of immediately prior to (which may be waived in whole or in part by the Closing:Company): (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Corp shall have performed in all material respects all of its material covenants and obligations hereunder required to be performed by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Parent and Merger Corp contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a5.01 (Corporate Existence and Power), the last sentence of Section 5.05(b5.02 (Corporate Authorization), Sections 5.10(b), 5.19 Section 5.05(a) (Capitalization) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.15 (Finders’ Fees) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent and Merger Corp contained in Section 5.05 5.11(b) (other than the first sentence and the last three sentences Absence of Section 5.05(a) and the last sentence of Section 5.05(b)Certain Changes) shall be true and correctcorrect in all respects, subject only to de minimis exceptions, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), the Closing and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Corp contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Parent and Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three Corp pursuant hereto shall be true and correct in all respects (disregarding all materiality and Parent Material Adverse Effect qualifications qualifiers contained therein) ), in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any 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 (disregarding all materiality and Parent Material Adverse Effect qualifications qualifiers contained therein) only at and as of such time), withexcept, in the case of this clause (C) only), only where the failure of such exceptions as have representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and and (iiib) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Intermediate Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three shall have performed or complied with, in all material respects respects, all of its material obligations obligations, covenants and agreements hereunder required to be performed or complied with by it at or prior to the Effective Time, (ii) (A) the representations and warranties of Parent Parent, Intermediate Merger Subsidiary and Merger Subsidiary contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.06(a) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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), (B) the representations and correct warranties of Parent, Intermediate Merger Subsidiary 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 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 (C) the other representations and warranties of Parent, Intermediate Merger Subsidiary and Merger Subsidiary contained in Article 5 (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (C) only, only such exceptions as 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 certifying that the condition set forth in Section 9.03(c) has been satisfied;and (b) the Company shall have received the opinion from Parent a certificate dated as of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Datedate and signed by the chief executive officer or chief financial officer of the Parent, rendered on certifying that each of the basis of facts, representations and assumptions conditions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a9.03(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectsatisfied.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Mergers are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Bidco and each Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Sub shall have performed performed, in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the First Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a)5.01, the last sentence of Section 5.05(b)5.02, Sections 5.10(b), 5.19 Section 5.04(a) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.18 shall be true and correct in all material respects at and any as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties that are qualified by materiality or given as of another specific date, at and as of such date); (ii) the representations and warranties of Parent Material Adverse Effect contained in Section 5.05(a) shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such timedate), except for any de minimis inaccuracies; (Biii) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)5.10(b) shall be true and correct, subject only to de minimis exceptions, correct in all respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), the Closing; and (Civ) all the other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement Article V (disregarding all qualifications and exceptions contained therein relating to materiality or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Parent Material Adverse Effect) shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only at and as of such timedate), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and ; (iiic) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c9.03(a) has been satisfied;and Section 9.03(b); and (bd) the Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, Weissor, Rifkindif Wachtell, Xxxxxxx Lipton, Xxxxx & Xxxx is unable or unwilling to provide such opinion, Freshfields Bruckhaus Xxxxxxxx LLPUS LLP (“Company Tax Counsel”), counsel to dated as of the CompanyClosing Date, in form and substance reasonably satisfactory to the Company, dated to the Closing Dateeffect that, rendered on the basis of facts, representations and assumptions set forth or referred to in such opinion and opinion, (i) the certificates obtained from officers of ParentMergers, New Chartertaken together, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode and (ii) the Mergers will not result in gain recognition to the stockholders of the Company pursuant to Section 367(a)(1) of the Code (assuming that in the case of any such stockholder who would be treated as a “five-percent transferee shareholder” of Parent within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii), which opinion shall not have been withdrawn or modified such stockholder enters into a five-year gain recognition agreement in any material respectthe form provided in Treasury Regulations Section 1.367(a)-8(c) and complies with the requirements of that agreement and Treasury Regulations Section 1.367(a)-8 for avoiding the recognition of gain). In rendering the opinion described in this Section 9.03(b)such opinion, Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and Company Tax Counsel may rely upon on the Parent Tax Representation Letters referred Certificate, the Company Tax Certificate and such other information provided to in Section 8.07(b); and (c) since it by Parent and/or the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state Company for purposes of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectrendering such opinion.

Conditions to the Obligations of the Company. The obligations obligation of the Company to effect consummate the Closing are Merger is subject to the satisfaction on or waiver prior to the Closing Date of the following further conditions as of immediately prior to (which may be waived in whole or in part by the Closing:Company): (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Corp shall have performed in all material respects all of its material covenants and obligations hereunder required to be performed by it at or prior to the Effective TimeClosing, (ii) (A) the representations and warranties of Parent and Merger Corp contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section 5.05(a5.01 (Corporate Existence and Power), the last sentence of Section 5.05(b5.02 (Corporate Authorization), Sections 5.10(b), 5.19 Section 5.05(a) (Capitalization) and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect Section 5.15 (Finders’ Fees) shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct respects, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent and Merger Corp contained in Section 5.05 5.10(b) (other than the first sentence and the last three sentences Absence of Section 5.05(a) and the last sentence of Section 5.05(b)Certain Changes) shall be true and correctcorrect in all respects, subject only to de minimis exceptions, in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), the Closing and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Corp contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Parent and Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three Corp pursuant hereto shall be true and correct in all respects (disregarding all materiality and Parent Material Adverse Effect qualifications qualifiers contained therein) ), in each case at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any 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 (disregarding all materiality and Parent Material Adverse Effect qualifications qualifiers contained therein) only at and as of such time), withexcept, in the case of this clause (C) only), only where the failure of such exceptions as have representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and and (iiib) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c9.03(a) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed (or any non-performance shall have been cured), in all material respects respects, all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (iib) (Ai) the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(a), the first sentence and the last three sentences of Section ‎Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or ‎Section 5.01 (other writing delivered by than the third sentence thereof), ‎Section 5.02, ‎Section 5.04(i), ‎Section 5.06(b) ((x) other than the last sentence thereof and (y) solely with respect to the Major Subsidiaries of Parent), New Charter‎Section 5.20, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto ‎Section 5.21 and ‎Section 5.22 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); and (iii) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate), withexcept, in the case of this clause (C‎(iii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; ; (c) since the date of this Agreement, there shall not have occurred any event, change, effect, development or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred, and (iiiii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in ‎Section 9.03(d) of the Company Disclosure Schedule, in each case in this clause (d), to the extent required under Applicable Law to consummate the transactions contemplated hereby at Closing, shall have been made or obtained, as applicable, and shall be in full force and effect; and (e) the Company shall have received a certificate signed by from an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b‎Section 9.03(a), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received ‎Section 9.03(b) and may rely upon the Tax Representation Letters referred to in Section 8.07(b‎Section 9.03(c); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three shall have performed in all material respects all of its material 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(a), the first sentence and the last three sentences of Section 5.05(a)5.05, the last sentence of Section 5.05(b)5.06, Sections 5.10(b), 5.19 5.15 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect 5.16 shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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), (iii) the other representations and correct warranties of Parent and Merger Subsidiary contained in this Agreement or in any certificate delivered by Parent or Merger Subsidiary pursuant hereto (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) only shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, solely in the case of this clause (C) onlyiii), only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; , and (iiiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfiedeffect; (b) the The Company shall have received the opinion of XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx & Xxxxxxxx Xxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that (i) the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the Company and Parent will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), XxxxSkadden, WeissArps, RifkindSlate, Xxxxxxx & Xxxxxxxx Xxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b)8.06(b) hereof; and (c) since Since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or (or, to the extent permitted by Applicable Law, waiver by the Company) of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two Parent and Merger Subsidiary Three Sub shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, ; (b) both (i) any applicable waiting period or periods under the HSR Act shall have expired or been terminated and (ii) the Company Condition Regulatory Approvals shall have been made, obtained or received (Aor the waiting periods with respect thereto as set forth in Section 9.03(b) of the representations and warranties of Parent contained in Sections 5.01, 5.02, 5.04(aCompany Disclosure Schedule shall have expired or been terminated), the first sentence and the last three sentences of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties that are qualified by materiality or Parent Material Adverse Effect shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time as if made at and as of such time applicable; (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), c) (Bi) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only at and are given as of another specified timespecific date, which shall be true and correct, subject only to de minimis exceptions, only at and as of such timedate), and ; (Cii) all other the representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Parent contained in this Agreement or in any certificate or Section 5.01 (other writing delivered by Parentthan the third sentence thereof), New CharterSection 5.02, Merger Subsidiary OneSection 5.04(i), Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto Section 5.26, Section 5.27 and Section 5.28 shall be true and correct (disregarding in all materiality and Parent Material Adverse Effect qualifications contained therein) material respects at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time the Closing (other than any or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which at and as of such date); (iii) the representations and warranties of Parent contained in Section 5.10(a)(ii) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (disregarding all materiality or, if such representations and Parent Material Adverse Effect qualifications contained therein) only warranties are given as of another specific date, at and as of such timedate); and (iv) the other representations and warranties of Parent contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, shall be true and correct at and as of the date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such representations and warranties are given as of another specific date, at and as of such date), withexcept, in the case of this clause (Civ) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; (d) since the date of this Agreement, there shall not have occurred any vent, circumstance, development, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; and and (iiie) the Company shall have received a certificate signed by an executive officer of Parent to confirming the foregoing effect and certifying that satisfaction of the condition conditions set forth in Section 9.03(a), Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Company, dated the Closing Date, rendered on the basis of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b9.03(d), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or 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.

Conditions to the Obligations of the Company. The obligations of the Company to effect consummate the Closing Merger are subject to the satisfaction or waiver of the following further conditions as of immediately prior to the Closingconditions: (a) (i) each of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three Buyer shall have performed in all material respects all of its material obligations hereunder required to be performed by it at or prior to the Effective Time, Closing; (ii) (A) the representations and warranties of Parent Buyer, Merger Subsidiary and the Holding Companies contained in Sections 5.01, 5.02, 5.04(a)5.03, the first sentence 5.04, 5.05, 5.06(a) and the last three sentences 5.08 of Section 5.05(a), the last sentence of Section 5.05(b), Sections 5.10(b), 5.19 and 5.20, and that are not qualified by materiality or Parent Material Adverse Effect shall be true and correct in all material respects and any such representations and warranties this Agreement (x) that are qualified by materiality or Parent materiality, Buyer Material Adverse Effect or any similar qualification shall be true and correct at and as of the date of this Agreement and at and as of the Effective Time Closing as if made at and as of such time (other than any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct in all material respects or true and correct, as the case may be, only at and as of such time), (B) the representations and warranties of Parent contained in Section 5.05 (other than the first sentence and the last three sentences of Section 5.05(a) and the last sentence of Section 5.05(b)) shall be true and correct, subject only to de minimis exceptions, at and 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 any such representations and warranties that by their terms address matters only at and as of another specified time, which shall be true and correct, subject only to de minimis exceptions, only at and as of such time), and (C) all other representations and warranties of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three contained in this Agreement or in any certificate or other writing delivered by Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two or Merger Subsidiary Three pursuant hereto shall be true and correct (disregarding all materiality and Parent Material Adverse Effect qualifications contained therein) at and 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 any 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 correct (disregarding y) that are not so qualified shall be true in all materiality and Parent Material Adverse Effect qualifications contained therein) only material respects at and as of the Closing 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); (iii) the representation and warranty of Buyer contained in Section 5.06(b) shall be true in all respects at and as of the Closing as if made at and as of such time; (iv) the other representations and warranties of Buyer, Merger Subsidiary and the Holding Companies contained in this Agreement, or in any certificate or other writing delivered by Buyer or Merger Subsidiary pursuant hereto, shall be true at and as of the Closing 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 the case of this clause (Civ) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Buyer Material Adverse Effect; and (iiiv) the Company shall have received a certificate signed by an executive officer of Parent to the foregoing effect and certifying that the condition set forth in Section 9.03(c) has been satisfied; (b) the Company shall have received the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel to the Company, in form and substance reasonably satisfactory to the Companycertificate, dated as of the Closing Date, rendered on signed by the basis Chief Executive Officer, Chief Financial Officer or General Counsel of facts, representations and assumptions set forth in such opinion and the certificates obtained from officers of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and the Company, all of which are consistent with the state of facts existing as of the First Company Merger Effective Time, Buyer to the effect that the Second Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering the opinion described in this Section 9.03(b), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP shall have received and may rely upon the Tax Representation Letters referred to in Section 8.07(b); and (c) since the date hereof, there shall not have occurred and be continuing any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effectforegoing effect.