Common use of Conditions to Each Party’s Obligation to Effect the Share Exchange Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Share Exchange. (a) The respective obligations of each party hereto to effect the Share Exchange shall be subject to the satisfaction, by the party responsible for fulfilling the obligation, or, to the extent permitted under applicable Law, waiver, by the party entitled to the benefit thereof, on or prior to the Share Exchange Closing Date of each of the conditions set forth in Article VI of the Merger Agreement; provided, however, that for purposes of this Section 7.1, the condition in Section 6.2(c) of the Merger Agreement relating to the transactions contemplated by this Agreement shall be disregarded; provided, further, for purposes of this Section 7.1(a) that no waiver shall be given effect hereunder unless the corresponding waiver shall have been given under the Merger Agreement.

Conditions to Each Party’s Obligation to Effect the Share Exchange. (a) The respective obligations of each party hereto to effect the Share Exchange shall be are subject to the satisfaction, by the party responsible for fulfilling the obligation, or, to the extent permitted under by applicable Law, waiver, by the party entitled to the benefit thereof, on or prior to the Share Exchange Closing Date of each of the conditions set forth in Article VI 7 of the Merger Agreement; provided, however, that for purposes of this Section 7.16.1, (a) the phrase “Closing Date” in Article 7 of the Merger Agreement shall be replaced by the phrase “Share Exchange Closing Date”, (b) the certificates required to be delivered pursuant to Sections 7.2(c) and 7.3(c) of the Merger Agreement shall not be required to be delivered on the Share Exchange Closing Date, and (c) the condition in Section 6.2(c7.1(e) of the Merger Agreement relating to the transactions contemplated by this Agreement shall be disregarded; provided, further, for purposes of this Section 7.1(a) that no waiver shall be given effect hereunder unless the corresponding waiver shall have been given under the Merger Agreement.