Common use of Additional Conditions to Obligations of Parent and Merger Sub Clause in Contracts

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on the Closing Date, of each of the following conditions (any or all of which may be waived by Parent in whole or in part in its sole discretion): (i) The representations and warranties of the Company set forth in clause (ii) of Section 4.13 (Absence of Changes or Events) shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date and (ii) each of the other representations and warranties of the Company contained in Article IV shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the Closing Date as though made as of the Closing Date (or, in the case of representations and warranties that address matters only as of a particular date, as of such date), except in the case of clause (ii), where the failure of such representations or warranties to be true and correct does not result in a Material Adverse Effect; (b) the Company 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 the Company on or prior to the Closing Date; and (c) Parent shall have received a certificate of an executive officer of the Company that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfied.

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on satisfaction at or prior to the Closing Date, Effective Time of each of the following conditions (conditions, any or all of which may be waived exclusively by Parent Parent, in whole or in part in its sole discretion):part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in clause Section 4.3(a) (iiAuthority), Section 4.6(a) of (Company Material Adverse Effect) and Section 4.13 4.21 (Absence of Changes or EventsBrokers) shall be true and correct in all respects as of the Closing Date Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), (ii) each the representations and warranties of the Company set forth in Section 4.2(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the specific date set forth therein, and (iii) all other representations and warranties of the Company contained set forth in Article IV of this Agreement shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the Closing Date Date, as though made on and as of the Closing Date (or, in the case of except that representations and warranties that address matters only speak as of a particular date, specified date shall have been true and correct only as of such date), except in the case of clause (ii), where the failure of such representations or and warranties to be so true and correct does not result in a (without regard to qualification or exceptions contained therein as to “materiality” or “Company Material Adverse Effect; (b”) would not reasonably be expected to have, individually or in the aggregate, a Company 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 the Company on or prior to the Closing Date; and (c) Parent shall have received a certificate of an executive officer of the Company that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfiedMaterial Adverse Effect.

Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the fulfillment, on satisfaction at or prior to the Closing Date, Effective Time of each of the following conditions (conditions, any or all of which may be waived exclusively by Parent Parent, in whole or in part in its sole discretion):part, to the extent permitted by applicable Law: (a) Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in clause Section 4.3(a) (iiAuthority), Section 4.6(a) of (Company Material Adverse Effect) and Section 4.13 4.21 (Absence of Changes or EventsBrokers) shall be true and correct in all respects as of the Closing Date Date, as though made on and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), (ii) each the representations and warranties of the Company set forth in Section 4.2(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the specific date set forth therein, and (iii) all other representations and warranties of the Company contained set forth in Article IV of this Agreement shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the Closing Date Date, as though made on and as of the Closing Date (or, in the case of except that representations and warranties that address matters only speak as of a particular date, specified date shall have been true and correct only as of such date), except in the case of clause (ii), where the failure of such representations or and warranties to be so true and correct does not result in a (without regard to qualification or exceptions contained therein as to "materiality" or "Company Material Adverse Effect; (b") would not reasonably be expected to have, individually or in the aggregate, a Company 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 the Company on or prior to the Closing Date; and (c) Parent shall have received a certificate of an executive officer of the Company that the conditions set forth in subsections (a) and (b) of this Section 7.2 have been satisfiedMaterial Adverse Effect.