Common use of Conditions to Obligations of Each Party Under This Agreement Clause in Contracts

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver at or prior to the Effective Time of each of the following conditions: (a) (i) This Agreement shall have been adopted by the Company’s stockholders by the Required Vote, and the Information Statement shall have been cleared by the SEC and been mailed to stockholders of the Company (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing or (ii) all conditions of Section 253 of the DGCL required to be satisfied to effect the Merger as a Short Form Merger shall have been satisfied. (b) No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other Law preventing the consummation of the Merger shall be in effect. (c) Merger Sub (or Parent on Merger Sub’s behalf) shall have accepted for payment and paid for all of the shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver at or prior to the Effective Time of each of the following conditions: (a) (i) This Agreement shall have been adopted by the Company’s stockholders by the Required Vote, and the Information Statement shall have been cleared by the SEC and been mailed to stockholders of the Company (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing or (ii) all conditions of Section 253 of the DGCL required to be satisfied to effect the Merger as a Short Form Merger shall have been satisfied.. 57 (b) No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other Law preventing the consummation of the Merger shall be in effect. (c) Merger Sub (or Parent on Merger Sub’s behalf) shall have accepted for payment and paid for all of the shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver at or prior to the Effective Time of each of the following conditions: (a) (i) This Agreement shall have been adopted by the Company’s stockholders by the Required Vote, and the Information Statement shall have been cleared by the SEC and been mailed to stockholders of the Company (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing or (ii) all conditions of Section 253 of the DGCL required to be satisfied to effect the Merger as a Short Form Merger shall have been satisfied. (b) No temporary restraining order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other Law preventing the consummation of the Merger shall be in effect. (c) Merger Sub (or Parent on Merger Sub’s behalf) shall have accepted for payment and paid for all of the shares of Company Common Stock validly tendered pursuant to the Offer and not withdrawn.