Common use of Conditions to Obligations of Each Party to Effect the Merger Clause in Contracts

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Closing of the following conditions: (a) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to this Agreement to effect the Merger and to consummate the other transactions contemplated hereby will shall be subject to the fulfillment satisfaction at or prior to the Closing of the following conditions: (a) The Merger Governmental and this Agreement shall have been approved and adopted by the requisite vote Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS timely obtained; and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior waiting period applicable to the Effective Time imposed consummation -58- 66 of the Merger under the HSR Act (other than with respect to the receipt of Parent Common Stock by a stockholder of the terms of such approvals Company) shall have expired or been satisfied and all waiting period relating to such approvals shall have expiredterminated. (cb) No order shall have been entered and remain in effect in any action Injunctions or proceeding before any foreignRegulatory Restraints; Illegality. No temporary restraining order, Federal preliminary or state court or governmental agency permanent injunction or other foreign, Federal Order issued by any court of competent jurisdiction or state Governmental or Regulatory Authority or other legal or regulatory restraint or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that prohibition preventing the consummation of the Merger and shall be in effect; nor shall there be any Law or Order enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby will be in compliance by the terms of this Agreement that would prohibit the consummation of the Merger or require Parent to (i) hold separate the assets of the Surviving Corporation or (ii) not exercise full voting rights with applicable laws, without any condition, in respect to its shares of capital stock of the reasonable opinion Surviving Corporation or (iii) which would permit consummation of HMN, unduly burdensome the Merger only if certain divestitures were made or if Parent were to HMNagree to limitations on its or its Subsidiaries' business activities or operations.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and to consummate the other transactions contemplated hereby will shall be subject to the fulfillment at satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) The Merger Sub shall have made, or caused to be made, the Offer and shall have purchased, or caused to be purchased, the Shares pursuant to the Offer; provided, that this condition shall be deemed to have been satisfied with respect to the obligation of the Purchaser and Merger Sub to effect the Merger if Merger Sub fails to accept for payment or pay for Shares pursuant to the Offer in violation of the terms of the Offer or of this Agreement. (b) If required by Delaware Law, the Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expiredCompany. (c) No statute, rule, regulation, judgment, writ, decree, order or injunction (whether temporary, preliminary or permanent) shall have been promulgated, enacted, entered or enforced, and remain in effect no other action shall have been taken, by any government or governmental, administrative or regulatory authority or by any court of competent jurisdiction, that in any action of the foregoing cases has the effect of making illegal or proceeding before any foreignrestraining, Federal enjoining or state court otherwise prohibiting or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal materially restricting the consummation of the Merger. (d) There ; provided that this condition shall be deemed to have been obtained such other permits, consents satisfied with respect to the obligation of the Purchaser and approvals of bank, thrift, insurance Merger Sub to effect the Merger if the Purchaser's or securities commissions or agencies Merger Sub's failure to comply with its obligations under SECTION 6.7 materially contributed to the issuance of any jurisdiction and of other governmental bodies such judgment, writ, decree, order or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in the reasonable opinion of HMN, unduly burdensome to HMNinjunction.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to this Agreement to effect the Merger and to consummate the other transactions contemplated hereby will shall be subject to the fulfillment satisfaction at or prior to the Closing of the following conditions: (a) The Merger Governmental and this Agreement shall have been approved and adopted by the requisite vote Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by timely obtained, except for any such approvals the OTS failure of which to obtain would not have a material adverse effect on the Business or Condition of Broadcom or the Company; and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating applicable to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and under the HSR Act (other than with respect to the receipt of Broadcom Common Stock by a stockholder of the Company) shall have expired or been terminated. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect; nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in by the reasonable opinion terms of HMN, unduly burdensome this Agreement that would prohibit the consummation of the Merger or which would permit consummation of the Merger only if certain divestitures were made or if Broadcom were to HMNagree to limitations on its business activities or operations.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to this Agreement to effect the Merger and to consummate the other transactions contemplated hereby will shall be subject to the fulfillment satisfaction at or prior to the Closing of the following conditions: (a) The Merger Governmental and this Agreement shall have been approved and adopted by the requisite vote Regulatory Approvals. Approvals from any Governmental or Regulatory Authority (if any) necessary for consummation of the stockholders of Marshalltown as required by law, and by any applicable provisions of its certificate of incorporation and by-laws. (b) The Merger and the other transactions contemplated hereby shall have been approved by the OTS timely obtained; and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating applicable to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and under the HSR Act (other than with respect to the receipt of Parent Common Stock by a shareholder of the Company) shall have expired or been terminated. (b) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or Governmental or Regulatory Authority or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect; nor shall there be any action taken, or any Law or Order enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby will be in compliance with applicable laws, without any condition, in by the reasonable opinion terms of HMN, unduly burdensome this Agreement that would prohibit the consummation of the Merger or which would permit consummation of the Merger only if certain divestitures were made or if Parent were to HMNagree to limitations on its business activities or operations.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and this Agreement to consummate and effect this Agreement and the other transactions contemplated hereby will shall be subject to the fulfillment satisfaction at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto: (a) The This Agreement and the Merger and this Agreement shall have been approved and adopted (i) by the requisite vote of the stockholders of Marshalltown CrossComm (as required by law, and by any applicable provisions of its certificate of incorporation and by-laws.described in (b) The Merger and Commission shall have declared the other transactions contemplated hereby Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been approved issued, and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement, shall have been initiated or threatened by the OTS Commission. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal or prevents or prohibits the Merger. In the event that an injunction or other order shall have been issued, each party agrees to use its reasonable diligent efforts to have such injunction or other order lifted. (d) Olicom shall have received all state securities and "blue sky" permits and other such authorizations necessary to consummate the transactions contemplated hereby. (e) All material authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity (collectively, "Authorizations and Approvals") necessary for the consummation of the transactions contemplated by this Agreement and the Certificate of Merger shall have been filed, expired or been obtained, other regulatory authority without any conditionthan those that, individually or in the aggregate, the failure to be filed, expired or obtained would not (i) as to Authorizations and Approvals required pursuant hereto of Olicom, in the reasonable opinion of HMNCrossComm after consultation with Olicom, unduly burdensome have a material adverse effect on Olicom, and (ii) as to HMN, all conditions Authorizations and Approvals required to be satisfied prior to the Effective Time imposed by the terms pursuant hereto of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expired. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There shall have been obtained such other permits, consents and approvals of bank, thrift, insurance or securities commissions or agencies of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that the consummation of the Merger and the other transactions contemplated hereby will be in compliance with applicable laws, without any conditionCrossComm, in the reasonable opinion of HMNOlicom after consultation with CrossComm, unduly burdensome have a Material Adverse Effect on CrossComm. (f) The filing with the Nasdaq National Market of (i) a Notification Form for Listing of Additional Shares shall have been made with respect to HMNthe shares of Olicom Common Stock issuable upon conversion of the CrossComm Common Stock in the Merger, upon the exercise of the Warrants and upon exercise of the options under the CrossComm Option Plans assumed by Olicom, and (ii) a National Market Application for Initial Inclusion with respect to the Warrants. The Warrants shall have been approved for listing on the Nasdaq National Market upon official notification thereof. (g) The Commercial and Companies Agency of the Kingdom of Denmark shall have registered the issuance of the Olicom Common Stock included in the Merger Consideration to the extent required by the Companies Act and the amendment of the Articles of Association that is required to increase the share capital of Olicom.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger and to consummate the other transactions contemplated hereby will be subject to the fulfillment at or prior to the Closing of the following conditions: (a) The Merger and this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Marshalltown SECURITY as required by law, law and by any applicable provisions of its certificate of incorporation and by-lawsbylaws. (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger and under the other transactions contemplated hereby HSR Act shall have expired or been approved by the OTS and any other regulatory authority without any condition, in the reasonable opinion of HMN, unduly burdensome to HMN, all conditions required to be satisfied prior to the Effective Time imposed by the terms of such approvals shall have been satisfied and all waiting period relating to such approvals shall have expiredterminated. (c) No order shall have been entered and remain in effect in any action or proceeding before any foreign, Federal or state court or governmental agency or other foreign, Federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Merger. (d) There The Registration Statement shall be effective, and all post-effective amendments filed with the SEC (if any) shall have been obtained such other permitsdeclared effective or shall have been withdrawn, consents and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) The shares of RELIASTAR Common Stock into which the shares of SECURITY Common Stock are to be converted pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange subject to official notice of issuance. (f) All consents, authorizations, orders and approvals of bank(or filings or registrations with) any governmental authority or other regulatory body required in connection with the execution, thriftdelivery and performance of this Agreement, insurance or securities commissions or agencies the failure of any jurisdiction and of other governmental bodies or agencies that may reasonably be deemed necessary so that which to obtain would prevent the consummation of the Merger or have, individually or in the aggregate, a Material Adverse Effect on SECURITY or a Material Adverse Effect on RELIASTAR, shall have been obtained without the imposition of any conditions which would have, individually or in the aggregate, a Material Adverse Effect on SECURITY or a Material Adverse Effect on RELIASTAR. (g) All authorizations, consents, waivers and approvals from parties to contracts or other agreements to which any of SECURITY or RELIASTAR or their respective Subsidiaries is a party, or by which any is bound, which are required to be obtained in connection with the other transactions contemplated hereby will be in compliance with applicable lawsby this Agreement, without any conditionthe failure of which to obtain would prevent the consummation of the Merger or have, individually or in the reasonable opinion of HMNaggregate, unduly burdensome to HMNa Material Adverse Effect on SECURITY or a Material Adverse Effect on RELIASTAR shall have been obtained.