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 obligations of each Party to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of the following conditions: (a) The Merger shall have been duly approved by the requisite vote of the outstanding shares of Acquired Corp Capital Stock and Acquiring Corp Common Stock entitled to vote thereon in accordance with the DGCL. (b) All other authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any governmental or regulatory authority, domestic or foreign, which the failure to obtain, make or occur would have the effect of making the Merger or any of the transactions contemplated hereby illegal or would have a Material Adverse Effect on Parent or Acquired Corp (as Surviving Corporation), assuming the Merger had taken place, shall have been obtained, made or occurred.

Conditions Precedent to Each Party’s Obligation to Effect the Merger. The respective obligations of each Party to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of the following conditions: (a) The Merger shall have been duly approved by the requisite vote of the outstanding shares of Acquired Corp Capital Stock and Acquiring Corp Common Stock entitled to vote thereon in accordance with the DGCLNRS. (b) All other authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any governmental or regulatory authority, domestic or foreign, which the failure to obtain, make or occur would have the effect of making the Merger or any of the transactions contemplated hereby illegal or would have a Material Adverse Effect on Parent or Acquired Corp (as Surviving Corporation)Corp, assuming the Merger had taken place, shall have been obtained, made or occurred.