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 is further subject to the fulfillment or waiver in writing by the Company of the following conditions: (a) The representations and warranties of Parent and Merger Sub shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period; (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment satisfaction or waiver in writing by the Company of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent and Merger Sub set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date Date, except where the failure of for such representations and warranties failures to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that that, with respect to clauses (i) and (ii) above, representations and warranties that are made as of a specified particular date or period shall be so true and correct (in the manner set forth in clauses (i) or (ii), as described above applicable) only as of such specified date or period;. (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants the agreements required by this Agreement to be performed or complied with by it at or prior to the Effective Time; and. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied. (d) Consistent with Section 2.2(a), Parent shall have caused to be deposited with the Paying Agent cash in the aggregate amount of the Exchange Fund.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment or waiver in writing by the Company of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to “Parent Material Adverse Effect” or “materiality,” shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date Date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” would not have or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified particular date or period shall be so true and correct as described above (in the manner set forth in this Section 6.2(a)) only as of such specified date or period; (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time; and (c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by its the Chief Executive Officer or another senior executive officerof Parent, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver in writing by the Company Company, if permissible under applicable Law) of the following conditions: (a) The (i) the representations and warranties of Parent and Merger Sub set forth in Article 4 that are qualified by a “Parent Material Adverse Effect” shall be true and correct at and as so qualified as of the date of this Agreement and at hereof and as of the Closing Date as though if made at on each such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date) and (ii) the representations and warranties of Parent and Merger Sub set forth in Article 4 that are not qualified by a “Parent Material Adverse Effect” shall be true and correct as of the date hereof and as of the Closing Date as if made on each such date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to havecorrect, individually or in the aggregate, would not reasonably be expected to result in a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period;. (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or them prior to the Effective Time; and. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time Closing Date and signed by its Chief Executive Officer chief executive officer or another senior executive officer, certifying to the effect that the conditions set forth in Section Sections 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment satisfaction (or waiver in writing by the Company to the extent permitted by applicable Law) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article 4 (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct at and as of the date of this Agreement both when made and at and as of the Closing Date Date, as though if made at and as of such time (except to the Closing Date extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period;. (b) Each of Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or them prior to the Effective Time; andClosing Date. (c) Parent shall have delivered to the Company a certificate, dated as of the Effective Time Closing Date and signed by its Chief Executive Officer or another a senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver in writing by the Company at or prior to the Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub shall be true and correct at and as of the date of contained in this Agreement and at and as of the Closing Date as though made at and as of the Closing Date except where the failure of such representations and warranties to be so true and correct (Agreement, without giving effect to any “materiality” materiality or “Parent Material Adverse Effect” qualifications set forth therein) does not have, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that Effect (except to the extent such representations and warranties that are expressly made as of a specified date or period specific date, in which case such representations and warranties shall be so true and correct as described above only as of such specified specific date or period;only), and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to the effect that the conditions set forth in this Section 7.3(a) have been satisfied; and (b) Each of Parent and Merger or Acquisition Sub shall have performed or complied in all material respects performed all with its obligations and complied with all covenants required by under this Agreement to be performed or complied with by it at on or prior to the Effective Time; and (c) Parent Closing Date, and the Company shall have delivered to the Company received a certificate, dated the Effective Time certificate signed on behalf of Parent and signed Acquisition Sub by its Chief Executive Officer or another a senior executive officer, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedofficer of Parent to such effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment or waiver in writing by the Company of the following conditions: (a) The representations and warranties of Parent and Merger Sub that are qualified by reference to a Material Adverse Effect on Parent shall be true and correct at and the representations and warranties that are not so qualified shall be true and correct except where the failure to be true and correct would not have a Material Adverse Effect on Parent or on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, in each case as of the date hereof and, except to the extent such representations and warranties speak as of this Agreement and at and an earlier date, as of the Closing Date Effective Time, as though made at and as of the Closing Date except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not haveEffective Time, and would not reasonably be expected the Company shall have received a certificate signed on behalf of Parent by its chief executive officer or executive vice president to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period;effect. (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) Time except where the failure to so perform would not have a Material Adverse Effect on Parent or on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement, and the Company shall have delivered to the Company received a certificate, dated the Effective Time and certificate signed on behalf of Parent by its Chief Executive Officer chief executive officer or another senior executive officer, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfiedvice president to such effect.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment or waiver in writing by the Company of the following conditions: (a) The the representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct at and as of the date in all respects (disregarding, for purposes of this Agreement Section 6.02(a) only, all qualifications or limitations as to “materiality-”, “Parent Material Adverse Effect” and at and as words of the Closing Date as though made at and as of the Closing Date similar import set forth therein) except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect; provided, however, that in each case when made and as of the Closing Date as though made on the Closing Date (other than to the extent such representations and warranties that are made as of a specified date or period shall be so true and correct as described above only expressly relate to an earlier date, in which case as of such specified date or periodearlier date); (b) Each of Parent and Merger Sub shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or them prior to the Effective Time; and; (c) Parent shall have delivered to the Company a certificate, dated as of the Effective Time Closing Date and signed by its Chief Executive Officer or another senior executive officer, certifying to the effect that the conditions set forth in Section 6.2(a6.02(a) and Section 6.2(b6.02(b) have been satisfied; and (d) the Initial Order shall have been granted without any conditions materially adverse to the Company; provided, however, that the simultaneous consummation by Parent of any Divestiture proposed in the Divestiture Applications will not be deemed to be a materially adverse condition or considered in determining whether there is a materially adverse condition.

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is is, in addition to the conditions set forth in Section 7.1, further subject to the fulfillment satisfaction or (to the extent permitted by Law) waiver in writing by the Company at or prior to the Effective Time of the following conditions: (a) The each of the representations and warranties of Parent and Merger Acquisition Sub contained in this Agreement, without giving effect to any materiality or "Parent Material Adverse Effect" qualifications therein, shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date Date, except where the failure of for such representations and warranties failures to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not have, and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that Effect (except to the extent such representations and warranties that are expressly made as of a specified date or period specific date, in which case such representations and warranties shall be so true and correct as described above only as of such specified specific date or period;only); and the Company shall have received a certificate signed on behalf of Parent and Acquisition Sub by a senior executive officer of Parent to the effect that the conditions set forth in this Section 7.3(a) have been satisfied; and (b) Each of Parent and Merger or Acquisition Sub shall have performed or complied in all material respects performed all with its obligations and complied with all covenants required by under this Agreement to be performed or complied with by it at on or prior to the Effective Time; and (c) Parent Closing Date, and the Company shall have delivered to the Company received a certificate, dated the Effective Time certificate signed on behalf of Parent and signed Acquisition Sub by its Chief Executive Officer or another a senior executive officer, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.officer of Parent to such effect. ARTICLE VIII

Conditions to Obligation of the Company to Effect the Merger. The obligation of the Company to effect the Merger is further subject to the fulfillment (or waiver in writing by the Company Company, to the extent permissible under applicable Law) at or prior to the Closing Date of the following conditions: (a) The representations and warranties of Parent and Merger Sub set forth in Article IV (without regard to any qualifications as to materiality or Parent Material Adverse Effect contained in such representations and warranties) shall be true and correct in all respects as so qualified both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any “materiality” or “Parent Material Adverse Effect” qualifications set forth therein) does not havehas not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a specified date or period shall be so true and correct as described above only as of such specified date or period;. (b) Each of Parent and Merger Sub shall have performed in all material respects performed all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or them prior to the Effective Time; and. (c) Parent shall have delivered to the Company a certificate, dated the Effective Time Closing Date and signed by its Chief Executive Officer or another senior a duly authorized executive officerofficer of Parent on behalf of Parent and Merger Sub, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) for each of Parent and Merger Sub have been satisfied.