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 obligations of Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by the DGCL, this Agreement and the Merger shall have been approved and adopted by the stockholders of Company; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (e) the Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NASDAQ National Market System, subject to official notice of issuance.

Conditions to Obligations of Each Party to Effect the Merger. The respective obligations of Company, Parent and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions, any or all of which may be waived in whole or in part by the parties hereto, to the extent permitted by applicable law: (a) if required by the DGCL, this Agreement and the The Merger shall have been approved and adopted by the vote of the stockholders of Companythe Company to the extent required by the Delaware Law; (b) Merger Sub shall have accepted for exchange All waiting, review and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period investigation periods (and any extension thereof) applicable to the consummation of the Merger under the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been terminated; (ec) the Registration Statement or the Post-Effective Amendment, as the case may be, There shall have been declared effective and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before law, statute, rule or threatened by order, domestic or foreign, enacted or promulgated which would make consummation of the SEC; andMerger illegal; (fd) the shares No injunction or other order entered by a United States (state or federal) court of Parent Common Stock to be issued in the Merger competent jurisdiction shall have been approved for listing on issued and remain in effect which would prohibit consummation of the NASDAQ National Market SystemMerger; provided, subject however, that the parties shall use their reasonable efforts to official notice cause such injunction or order to be vacated or lifted; (e) The Purchaser, the Merger Sub or their affiliates shall have purchased Shares validly tendered and not withdrawn pursuant to the Offer; provided, however, that neither the Purchaser nor the Merger Sub may invoke this condition if the Purchaser or the Merger Sub shall have failed to purchase Shares so tendered and not withdrawn in violation of issuancethe terms of this Agreement or the Offer.

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ respective obligations of Company, Parent and Merger Sub each party to consummate effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions: (a) if required by the DGCL, this Agreement and the Merger Offer shall have been approved consummated in accordance with its terms; provided, however, that this condition shall be deemed to be satisfied if -------- ------- Purchaser fails to accept for payment and adopted by pay for Shares and Preferred Shares pursuant to the stockholders Offer other than as a result of Companya failure of a condition thereof; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR H-S-R Act shall have expired or been terminated; (ec) the Registration Statement or the Post-Effective Amendment, as the case may be, there shall have been declared effective and no stop order suspending effectiveness shall be law, statute, rule or regulation, domestic or foreign, enacted or promulgated which is in effect and no proceedings for such purpose shall be pending before has the effect of making the acquisition of Shares illegal or threatened by otherwise prohibits consummation of the SECMerger; and (fd) there shall not be in effect any preliminary or final injunction or temporary restraining order or other order or decree issued by any foreign or United States federal or state court or foreign or United States federal or administrative agency or authority, enjoining, restraining or otherwise prohibiting the shares of Parent Common Stock to be issued in Offer, the Merger shall have been approved for listing on or the NASDAQ National Market System, subject to official notice acquisition by Purchaser of issuanceShares and Preferred Shares.

Conditions to Obligations of Each Party to Effect the Merger. The ------------------------------------------------------------ obligations of Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) if required by the DGCL, this Agreement and the Merger shall have been approved and adopted by the stockholders of Company; (b) Merger Sub shall have accepted for exchange and exchanged all of the Shares tendered pursuant to the Offer and Merger Sub shall have delivered the Merger Consideration to the holders of the Shares tendered; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (e) the Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NASDAQ National Market System, subject to official notice of issuance.