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

Additional Conditions to the Obligations of Parent and Merger Sub. Each of Parent’s and ▇▇▇▇▇▇ Sub’s obligations to complete the Merger will be subject to the following conditions precedent: (a) The representations and warranties of Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of closing of the Merger. (b) Company shall have complied with and duly performed in all material respects its covenants in this Agreement. (c) The board of directors of Company shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Company to permit the completion of the Merger. (d) There shall have been no adverse material change in the business and affairs of Company, or any event, occurrence or development, which would materially and adversely affect the ability of Company to complete the Merger. (e) Holders of no more than 1% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory dissenters’ rights pursuant to the NRS with respect to such shares of Company Common Stock.