Common use of Conditions to Obligation of the Company to Effect the Merger Clause in Contracts

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of an executive officer of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received, prior to the effective date of the Registration Statement, the opinion of Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C., counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date of the following conditions: (a) Parent shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, Date and the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Date, Date (except that those for representations and warranties made as of a specified date, which address matters need be true and correct only as of a particular date shall have been true and correct as of such the specified date), and the Company shall have received a certificate of an executive officer Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received, prior to the effective date of the Registration Statement, received the opinion of Chri▇▇▇▇, ▇▇Vin▇▇▇ & ▇ohnElk▇▇▇ ▇, ▇.C..L.P., counsel to the Company, in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section Section 368(a) of the Code, Code and that the Company, Parent and Merger Sub each (ii) no gain or loss will be a party to that reorganization within recognized by the meaning of section 368(b) Company or the stockholders of the Code, and such firm shall have reconfirmed such opinion as of Company to the Closing Dateextent they receive Parent Common Stock in exchange for Company Shares pursuant to the Merger. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require such counsel shall be entitled to receive and rely upon such certificates representations of officers of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders and Parent as are customary for to such opinionsmatters as such counsel may reasonably request. (c) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. The ------------------------------------------------------------ obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of an executive officer the President or a Senior Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received, prior to the effective date of the Registration Statement, the opinion of Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C.▇▇▇▇▇▇ LLP, counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. ▇▇▇▇▇▇ LLP may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) From The Company shall have received a letter of KPMG Peat Marwick LLP, its independent public accountants, dated as of the date Closing Date, in form and substance reasonably satisfactory to the Company, stating that such accountants concur with management's conclusion that the Merger will qualify as a transaction to be accounted for in accordance with the pooling of this Agreement through interests method of accounting under the Effective Time, there shall not have occurred a Parent Material Adverse Effectrequirements of APB No. 16.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment or waiver by the Company at or prior to the Closing Date of the following conditions: (a) Parent shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date, Date and the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith (i) to the extent qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct and (ii) to the extent not qualified by Parent Material Adverse Effect or any other materiality qualification shall be true and correct in all material respects respects, in each case as of the date of this Agreement and as of the Closing Date, Date (except that those for representations and warranties made as of a specified date, which address matters need be true and correct only as of a particular date shall have been true and correct as of such the specified date), and the Company shall have received a certificate of an executive officer Parent, executed on its behalf by its President or a Senior Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received, prior to the effective date of the Registration Statement, received the opinion of Chri▇▇▇▇, ▇▇Vin▇▇▇ & ▇ohnElk▇▇▇, ▇.C.▇ L.L.P., counsel to the Company, in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section Section 368(a) of the Code, Code and that the Company, Parent and Merger Sub each (ii) no gain or loss will be a party to that reorganization within recognized by the meaning of section 368(b) Company or the stockholders of the Code, and such firm shall have reconfirmed such opinion as of Company to the Closing Dateextent they A-30 32 receive Parent Common Stock in exchange for Company Shares pursuant to the Merger. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require such counsel shall be entitled to receive and rely upon such certificates representations of officers of the Company, Mer▇▇▇ Sub and Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for to such opinionsmatters as such counsel may reasonably request. (c) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be is further subject to the fulfillment at or prior to the Closing Date of the following conditions: (ai) The representations and warranties of Parent contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time except (x) for changes specifically permitted by the terms of this Agreement, (y) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (z) where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not have a Material Adverse Effect on Parent, (ii) Parent shall have performed in all material respects its agreements contained in all obligations and complied with all covenants required by this Agreement required to be performed on or complied with by it prior to the Closing Date, the representations Effective Time and warranties of (iii) Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date, and delivered to the Company shall have received a certificate of an executive officer of Parentcertificate, dated the Closing Date, Effective Time and signed by its Chief Executive Officer or President certifying to both such effecteffects. (b) The Company shall have receivedreceived an opinion of Sonnenschein Nath & Rosenthal, prior tax counsel to the effective date of the Registration StatementCompany, the opinion of Chridated as ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇Ti▇▇, ▇.C., counsel to the Company, to the ▇ ▇▇e effect that the Merger will be treated for federal income tax purposes qualify as a reorganization within the meaning of section Section 368(a) of the Code. The issuance of such opinion shall be conditioned upon the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and that the Company, Parent in each case, in form and Merger Sub substance reasonably satisfactory to such tax counsel. The specific provisions of each will such representation letter shall be a party in form and substance reasonably satisfactory to that reorganization within the meaning of section 368(b) of the Codesuch tax counsel, and each such firm representation letter shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers be dated on or principal stockholders as are customary for such opinions. (c) From before the date of this Agreement through the Effective Time, there such opinion and shall not have occurred a Parent Material Adverse Effectbeen withdrawn or modified in any material respect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of an executive officer the President or a Vice President of Parent, dated the Closing Date, certifying to such effect. (b) The Company shall have received, prior to the effective date of the Registration Statement, received the opinion of ChriFried, Frank, Harris, ▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇▇▇▇▇, ▇.C., special counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section Section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) The Company shall have received a letter of its independent public accountants, dated the Effective Time, in form and substance reasonably satisfactory to it, stating that such accountants concur with management's conclusion that the Merger will qualify as a transaction to be accounted for in accordance with the pooling of interests method of accounting under the requirements of APB No. 16, provided that if such accountants are not able to deliver such letter due to a transaction of the type currently being considered by Parent, which has been described to the Company, such letter shall not be a condition to the Company's obligations hereunder. (d) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. The Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date Effective Time of the following additional conditions: (a) Parent and Merger Sub shall have performed in all material respects its (or in all respects in the case of any agreement containing any materiality qualification) their agreements contained in this Agreement required to be performed on or prior to the Closing Date, Date and the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects (or in all respects in the case of any representation or warranty containing any materiality qualification) on and as of the date made and on and as of the Closing Date, except that those representations Date as if made at and warranties which address matters only as of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate executed on behalf of an executive officer Parent by the President or a Vice President of Parent, dated Parent and on behalf of Merger Sub by the Closing Date, certifying President and Chief Executive Officer or a Vice President of Merger Sub to such that effect.; (b) The Company shall have receivedreceived a legal opinion from Liddell, prior to the effective date of the Registration StatementSapp, the opinion of Chri▇▇Zivley, Hill & LaBo▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇.L.P., ▇.C.in form reasonably satisfactory to Company, counsel except that no opinion shall be required with respect to the enforceability of this Agreement; and (c) the Company shall have received an opinion from the Company's counsel, reasonably acceptable to the Company, to the effect that (i) the Merger will be treated for federal income tax purposes qualify as a tax-free reorganization within the meaning of section Section 368(a) of the Code, ; and that (ii) the Company, the Parent and Merger Sub will each will be a "party to that reorganization a reorganization" within the meaning of section Section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of Code with respect to the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinionsMerger. (c) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: : (a) Parent shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date, the representations and warranties of Parent and Merger Sub contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all material respects as of the Closing Date, except that those representations and warranties which address matters only as of a particular date shall have been true and correct as of such date, and the Company shall have received a certificate of an executive officer the President or a Senior Vice President of Parent, dated the Closing Date, certifying to such effect. . (b) The Company shall have received, prior to the effective date of the Registration Statement, the opinion of Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C.▇▇▇▇▇▇ LLP, counsel to the Company, to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and that the Company, Parent and Merger Sub each will be a party to that reorganization within the meaning of section 368(b) of the Code, and such firm shall have reconfirmed such opinion as of the Closing Date. In rendering such opinion, Chri▇▇▇▇, ▇▇▇▇▇ & ▇ohn▇▇▇, ▇.C. ▇▇▇▇▇▇ LLP may require and rely upon such certificates of the Company, Parent and Merger Sub and/or their respective officers or principal stockholders as are customary for such opinions. (c) From the date of this Agreement through the Effective Time, there shall not have occurred a Parent Material Adverse Effect.