Common use of CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER Clause in Contracts

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 8.1. Conditions Precedent to Each Party's Obligation to Effect --------------------------------------------------------- the Merger. The respective obligation of each party to consummate the Merger is ---------- subject to the - 76 - satisfaction at or prior to the Effective Time of the following conditions precedent: (a) this Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of Shares entitled to vote thereon if such vote is required under the DGCL; (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts -------- ------- to have any such order, decree or injunction vacated or reversed; and (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, all applicable requirements of the Exchange Act shall have been satisfied and any applicable filings under state securities, "Blue Sky" or takeover laws shall have been made.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 8.1. Conditions Precedent to Each Party's Obligation to Effect --------------------------------------------------------- the Merger. The respective obligation of each party to consummate the Merger is ---------- subject to the - 76 - A-76 satisfaction at or prior to the Effective Time of the following conditions precedent: (a) this Agreement and the Merger shall have been approved and adopted by the affirmative vote of the holders of a majority of Shares entitled to vote thereon if such vote is required under the DGCL; (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts -------- ------- to have any such order, decree or injunction vacated or reversed; and (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, all applicable requirements of the Exchange Act shall have been satisfied and any applicable filings under state securities, "Blue Sky" or takeover laws shall have been made.