Common use of Condition to Obligation of the Company Clause in Contracts

Condition to Obligation of the Company. The obligation of the Company to effect the Merger is subject to the condition that (i) Parent and Sub shall have performed in all material respects all obligations to be performed by them under this Agreement at or prior to the Effective Time of the Merger and (ii) the representations and warranties of Parent and Sub contained in this Agreement and in any certificate or other writing delivered by Parent or Sub pursuant hereto, disregarding all qualifications and exceptions contained herein and therein relating to materiality or material adverse effect or any similar standard or qualification, shall be true in all material respects at and as of the Effective Time of the Merger as if made at and as of such time.