Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Company or the Effective Time Stockholders in the performance of its or their covenants and agreements herein or in any of the Ancillary Agreements. None of the representations and warranties of the Company or the Effective Time Stockholders contained or referred to herein shall be untrue or incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when made or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 No Changes to or Destruction of Property. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 No Misrepresentation or Breach of Covenants and Warranties. There shall have been no material breach by the Company or the Effective Time Stockholders in the performance of its or their covenants and agreements herein or in any of the Company Ancillary Agreements. None of the representations and warranties of the Company or the Effective Time Stockholders contained or referred to herein shall be untrue or and incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when made or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 No Changes to or Destruction of Property. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGERCO. The obligations of Parent and Mergerco to cause the Merger Filing shall, except to the extent waived by Parent, be subject to the satisfaction, on or prior to the Merger Filing, of the following conditions: 8.1 No Misrepresentation or Breach of Covenants and WarrantiesNO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES. There shall have been no material breach by the Company or the Effective Time Stockholders in the performance of its or their covenants and agreements herein or in any of the Company Ancillary Agreements. None of the representations and warranties of the Company or the Effective Time Stockholders contained or referred to herein shall be untrue or and incorrect in any respect (in the case of any representation or warranty containing any materiality qualification) or in any material respects (in the case of any representation and warranty without any materiality qualification) either when made make or as of the Effective Time (in each case, without regard to any Knowledge Qualification that may be included in such representation and warranty), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Parent. There shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company. 8.2 No Changes to or Destruction of PropertyNO CHANGES TO OR DESTRUCTION OF PROPERTY. Between the date hereof and the Effective Time, there shall have been (i) no change or event having a Material Adverse Effect on the Company; and (ii) no material adverse federal or state legislative or regulatory change affecting the Company's business; and there shall have been delivered to Parent and Mergerco a certificate or certificates to such effect, dated the Closing Date and signed on behalf of the Company by the President or any Vice President of the Company.