Common use of Conditions to Obligation of Parent and Merger Sub Clause in Contracts

Conditions to Obligation of Parent and Merger Sub. The obligation of Parent and Merger Sub to consummate the transactions to be performed by each in connection with the Closing is subject to satisfaction of the following conditions, any or all of which Parent or Merger Sub may waive if it executes a writing so stating at or prior to the Closing. (a) This Agreement and the Merger shall have received the Requisite Stockholder Approval of Company; (b) the representations and warranties set forth in Article VII above shall be true and correct in all material respects at and as of the Closing Date; (c) Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (d) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or, (iii) affect adversely the right of the Surviving Corporation to own the former assets and to operate the former businesses of Merger Sub (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (e) this Agreement and the Merger shall have received the Requisite Stockholder Approval of Merger Sub; and (f) all actions to be taken by Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Parent and Merger Sub.