Common use of Conditions Precedent to Each Party’s Obligation to Effect the Merger Clause in Contracts

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 satisfaction at 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 (and any other security holders entitled to vote thereon) as required under the GCL; (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or any Governmental Authority which prohibits the consummation of the Merger or is reasonably likely to cause any of the transactions contemplated hereby to be rescinded; and (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, all applicable requirements of the Exchange Act shall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.