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 Closing is subject to satisfaction (or waiver by Parent in writing in its sole discretion) of the following conditions as of the time of Closing: (a) (i) (A) each of the representations and warranties of the Company set forth in Article VII (other than the Company Fundamental Representations) shall be true and correct when made and as of the Closing Date (except for any such representations and warranties made as of a specified date, which representations and warranties shall be true and correct as of such specified date), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that for purposes of determining whether the condition set forth in clause (A) has been satisfied, all “Material Adverse Effect,” materiality, material and similar qualifiers contained in the representations and warranties set forth in Article VII (other than the Company Fundamental Representations) shall be disregarded for all purposes and (B) the Company Fundamental Representations shall be true and correct in all material respects when made and as of the Closing Date; provided that Company Fundamental Representations that are qualified by material, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects, in each case except for any such representations and warranties made as of a specified date, which shall be true and correct as of such specified date;

Conditions to Obligation of Parent and Merger Sub. The obligation obligations of Parent and Merger Sub to consummate the Closing is subject to the satisfaction (or or, to the extent permitted by Applicable Law, waiver by Parent in writing in its sole discretionParent, on behalf of itself and Merger Sub) of the following conditions as of the time of Closingfurther conditions: (a) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it prior to the Closing. (ib) (A) each of the The representations and warranties of the Company set forth contained in Article VII (other than the Company Fundamental RepresentationsSection 3.05 and Section 3.07(a) shall be true and correct when made in all respects at and as of the Closing Date Date, as if made at and as of such date (except for any other than such representations and warranties made that by their terms address matters only as of a another specified datetime, which representations and warranties shall be so true and correct only as of such specified datetime); the other Fundamental Representations and Section 3.15 (in each case, except as would not reasonably be expected to have, individually or in the aggregate, a disregarding all materiality and Company Material Adverse Effect; provided that for purposes of determining whether the condition set forth in clause (AEffect qualifications contained therein) has been satisfied, all “Material Adverse Effect,” materiality, material and similar qualifiers contained in the representations and warranties set forth in Article VII (other than the Company Fundamental Representations) shall be disregarded for all purposes and (B) the Company Fundamental Representations shall be true and correct in all material respects when made at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); provided the other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered pursuant hereto (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time), in the case of this clause (iii), with only such exceptions as would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Fundamental Representations that are qualified by material, “Material Adverse Effect” or similar materiality qualifiers ; and the representations and warranties of the Equityholders’ Representative contained in Article 10 shall be true and correct in all respectsrespects other than in de minimis respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time). (c) Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect. (d) Parent and Merger Sub shall have received a certificate duly executed by an executive officer of the Company certifying as to the satisfaction of the conditions set forth in Sections 8.02(a), 8.02(b) and 8.02(c). (e) Parent shall have received from the Company a certification, signed by the Company under penalties of perjury and dated not more than 30 days prior to the Closing Date, that satisfies the requirements of Sections 1.897-2(h) and 1.1445-2(c)(3) of the Treasury Regulations and confirms that the Company is not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code and a notice to the IRS, signed by the Company, that satisfies the requirements of Section 1.897-2(h)(2) of the Treasury Regulations. (f) The Support Agreements and the counterparts to the Written Consent, in each case except for any such representations duly executed by the Company and warranties made as each of a specified datethe Equityholders party thereto, which shall be true in full force and correct as effect. (g) The Company shall have delivered to Parent the resignations of each director, officer, manager or other Persons holding similar titles from such positions with the Company in accordance with Section 5.06. (h) The Required Equityholder Vote shall have been validly obtained under Delaware Law and the Company’s Governing Documents. (i) The Companies and the other Persons party thereto shall have delivered to Parent the consents specified date;in Section 8.02(i) of the Company Disclosure Schedules in form and substance reasonably acceptable to Parent.

Conditions to Obligation of Parent and Merger Sub. The obligation obligations of Parent and Merger Sub to consummate the Closing is subject to the satisfaction (or or, to the extent permitted by Applicable Law, waiver by Parent in writing in its sole discretionParent, on behalf of itself and Merger Sub) of the following conditions as of the time of Closingfurther conditions: (a) The Company shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it prior to the Closing. (b) (i) (A) each of the The representations and warranties of the Company set forth contained in Article VII Section 3.05(a), (b) and (c) (other than the Company Fundamental Representationsde minimis exceptions) and Section 3.07(a)(ii) shall be true and correct when made in all respects at and as of the Closing Date Date, as if made at and as of such date (except for any other than such representations and warranties made that by their terms address matters only as of a another specified datetime, which representations and warranties shall be so true and correct only as of such specified datetime); (ii) 3.01, except as would not reasonably be expected to have3.02, individually or 3.04(a) and 3.22 (in the aggregateeach case, a disregarding all materiality and Company Material Adverse Effect; provided that for purposes of determining whether the condition set forth in clause (AEffect qualifications contained therein) has been satisfied, all “Material Adverse Effect,” materiality, material and similar qualifiers contained in the representations and warranties set forth in Article VII (other than the Company Fundamental Representations) shall be disregarded for all purposes and (B) the Company Fundamental Representations shall be true and correct in all material respects when made at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time); provided (iii) the other representations and warranties of the Company contained in this Agreement (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time), in the case of this clause (iii), with only such exceptions as would not, individually or in the aggregate, have, or reasonably be expected to have, a Company Fundamental Representations that are qualified by material, “Material Adverse Effect” or similar materiality qualifiers ; and the representations and warranties of the Equityholders’ Representative contained in Section 11.01(f) shall be true and correct in all respectsmaterial respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true and correct only as of such time). (c) As of the Closing Date, the Tangible Book Value is not less than $400,000,000 and as of the Closing Date, the Subordinated Debt is not more than the Subordinated Debt Limit. (d) ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub shall have received a certificate duly executed by an executive officer of the Company certifying as to the satisfaction of the conditions set forth in Section 9.02(a), Section 9.02(b) and Section 9.02(c). (e) Any approval under the HSR Act and from any Governmental Authority set forth on Section 3.03 of the Company Disclosure Schedule shall not be conditioned on Parent or any of its Affiliates (including, from and after the Closing, the Acquired Companies) taking any action not required to be taken under Section 8.01. (f) Parent shall have received from the Company (i) a certification, signed by the Company under penalties of perjury and dated not more than thirty (30) days prior to the Closing Date, that satisfies the requirements of Sections 1.897-2(h) and 1.1445-2(c)(3) of the Treasury Regulations and confirms that the Company is not, nor has it been within five (5) years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code and (ii) a notice to the IRS, signed by the Company, that satisfies the requirements of Section 1.897-2(h)(2) of the Treasury Regulations with written authorization for Parent to deliver such notice to the IRS on behalf of the Equityholders after the Closing Date. (g) The Equityholders’ Representative and the Escrow Agent shall have delivered to Parent duly executed counterparts to the Escrow Agreement. (h) The Support Agreements, the Lock-Up Agreements and the counterparts to the Written Consent, in each case except for any such representations duly executed by the Company and warranties made as each of a specified datethe Equityholders party thereto, which shall be true in full force and correct as effect. (i) The Bank of such specified date;Hope Waiver shall have been obtained and be in full force and effect.