Common use of Conditions to Obligations of Parent and Merger Sub to Effect the Merger Clause in Contracts

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent to the extent permitted by applicable Law) at or prior to the Closing of the following conditions: (a) (i) The representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2 (other than the first sentence of Section 3.2(a)), Section 3.3, Section 3.21 and Section 3.22 shall be true and correct in all material respects, on and as of the Closing, as if made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the Company set forth in Section 3.10(a), shall be true and correct (disregarding all “materiality,” “Company Material Adverse Effect” (and words of similar import) qualifications contained therein) in all respects at and as of the Closing, as if made at and as of such time; (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.2(a) shall be true and correct except for de minimis inaccuracies on and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iv) the other representations and warranties of the Company set forth in Article 3 (disregarding all “materiality,” “Company Material Adverse Effect” (and words of similar import) qualifications contained therein) shall be true and correct at and as of the Closing, as if made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed (i) in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing and (ii) in all respects all obligations, agreements and covenants required under Section 5.21 of this Agreement to be performed or complied with by it at or prior to the Closing. (c) No Specified Contravention shall have occurred and be continuing. (d) The Discontinuance and Surrender shall have been completed. (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or another senior officer, certifying that the conditions set forth in Section 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3(d) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further shall be subject to the satisfaction (or waiver by Parent (to the extent permitted by applicable Applicable Law) by Parent in writing at or prior to the Closing Effective Time of the following additional conditions: (a) (i) The representations and warranties of the Company set forth contained in the first sentence of Section 3.1(a5.1, Section 5.2(a), Section 3.2 (other than the first sentence of Section 3.2(a)5.3(a), Section 3.35.3(c) (solely with respect to the Company), Section 3.21 5.4, Section 5.10(a) and Section 3.22 5.25 shall be true and correct in all material respects(except, on with respect to Section 5.3(a) and Section 5.3(c) (solely with respect to the Company), for de minimis inaccuracies) as of the date of this Agreement and as of the Closing, as if though made on and as of such time the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date); , (ii) the representations and warranties of the Company set forth contained in Section 3.10(a5.2(b), the first sentence of Section 5.2(d), Section 5.3 (except with respect to Section 5.3(a) and Section 5.3(c) (solely with respect to the Company)) and Section 5.23 shall be true and correct (disregarding all “materiality,” “Company Material Adverse Effect” (and words as of similar import) qualifications contained therein) in all respects at the date of this Agreement and as of the Closing, as if though made at and as of such time; (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.2(a) shall be true and correct except for de minimis inaccuracies on and as of the Closing, as if made at and as of such time Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date); ) in all material respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties) and (iviii) each of the other representations and warranties of the Company set forth contained in Article 3 this Agreement shall be true and correct (disregarding all without giving effect to any limitation as to “materiality,” or “Company Material Adverse Effect” (set forth in such representations and words warranties) as of similar import) qualifications contained therein) shall be true and correct at the date of this Agreement and as of the Closing, as if though made on and as of such time the Closing (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.; (b) The Company shall have performed (i) in all material respects all obligations and agreements and or complied in all material respects with all its obligations, agreements and covenants required by under this Agreement to be performed or complied with by it at or prior to the Closing and (ii) in all respects all obligations, agreements and covenants required under Section 5.21 of this Agreement to be performed or complied with by it at or prior to the Closing.Effective Time; (c) No Specified Contravention Since the date of this Agreement, no event, occurrence, fact, condition, change, development or effect shall have occurred and that, individually or in the aggregate, has had or would reasonably be continuing.expected to have a Company Material Adverse Effect; (d) The Discontinuance and Surrender shall have been completed. (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by an officer of the Chief Executive Officer or another senior officer, Company and certifying that as to the satisfaction of the conditions set forth specified in Section 6.3(a9.3(a), Section 6.3(b), Section 6.3(c9.3(b) and Section 6.3(d) have been satisfied9.3(c).

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent to the extent permitted by applicable Law) at or prior to the Closing fulfillment of the following conditions: (a) (i) The representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2 (other than the first sentence of Section 3.2(a)), Section 3.3, Section 3.21 and Section 3.22 shall be true and correct in all material respects, on and as of the Closing, as if made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Section 3.10(a), shall be true and correct (disregarding all “materiality,” Article III that are qualified by a “Company Material Adverse Effect” (shall be true and words of similar import) qualifications contained therein) in all respects correct as so qualified at and as of the Closing, as if made at and as of such time; (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.2(a) shall be true and correct except for de minimis inaccuracies on and as of the Closing, Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly made as of relates to an earlier date, in which case as of such date); and , (ivii) the other representations and warranties of the Company (other than Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(f)(ii)) set forth in Article 3 (disregarding all “materiality,” III that are not qualified by a “Company Material Adverse Effect” (and words of without giving any effect to materiality or similar import) qualifications qualifiers contained therein) shall be true and correct at and as of the Closing, Closing Date as if made on at and as of such time (except to the extent any such representation or warranty expressly made as of relates to an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not havecorrect, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect, and (iii) the representations and warranties of the Company set forth in Sections 3.2(a), 3.2(c) and 3.2(f)(ii) shall be true and correct in all but de minimis respects at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date) and (iv) the representations and warranties of the Company set forth in Sections 3.2(b) and 3.2(d) shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such date). (b) The Company shall have performed (i) in all material respects performed all obligations and agreements and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it at or prior to the Closing and (ii) in all respects all obligations, agreements and covenants required under Section 5.21 of this Agreement to be performed or complied with by it at or prior to the ClosingEffective Time. (c) No Specified Contravention Since the date of this Agreement, there shall not have occurred and be a Company Material Adverse Effect that is continuing. (d) The Discontinuance and Surrender shall have been completed. (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by the its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section Sections 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3(d6.3(c) have been satisfied.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent to the extent permitted by applicable Law) at or prior to the Closing Effective Time of the following conditions: (a) (i) The representations and warranties of the Company set forth in the first sentence of Section 3.1(a) (Organization), Section 3.2 (other than 3.2(a) and the first sentence of Section 3.2(a)3.2(d) (Capitalization), Section 3.33.3(a) (Authorization; Validity of Agreement), Section 3.21 3.6(b) (Absence of Certain Changes) and Section 3.22 shall be true and correct in all material respects, on and as 3.28 (Brokers) of the Closing, as if made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the Company set forth in Section 3.10(a), this Agreement shall be true and correct (disregarding all “materiality,” “Company Material Adverse Effect” (except for, in the case of Section 3.2(a) and words 3.2(d), inaccuracies that would not result in more than a de minimis increase in the aggregate consideration payable by Parent and Merger Sub pursuant to Article II of similar importthis Agreement) qualifications contained therein) in all respects both when made and at and as of the Closing, as if made at and as of such time; (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.2(a) shall be true and correct except for de minimis inaccuracies on and as of the ClosingEffective Time, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ivii) the other representations and warranties of the Company set forth in Article 3 III of this Agreement (disregarding all “materiality,” “Company Material Adverse Effect” other than the representations and warranties described in clause (and words of similar importi) qualifications contained thereinabove) shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) both when made and at and as of the ClosingClosing Date, as if made on at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not have(without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein), individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect.Effect on the Company. Parent shall have received a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the foregoing effect; (b) The Company shall have performed (i) in all material respects all each of its obligations and agreements and complied in all material respects with all covenants required by under this Agreement required to be performed or complied with by it at or prior to the Closing and (ii) in all respects all obligations, agreements and covenants required under Section 5.21 Effective Time pursuant to the terms of this Agreement to be performed or complied with by it at or prior to the Closing. (c) No Specified Contravention Agreement, and Parent shall have occurred and be continuing. (d) The Discontinuance and Surrender shall have been completed. (e) The Company shall have delivered to Parent received a certificate, dated as certificate signed on behalf of the Closing Date and signed Company by the Chief Executive Officer or another senior officerChief Financial Officer to such effect; and (c) Since the date of this Agreement, certifying no Material Adverse Effect on the Company shall have occurred that is continuing; and Parent shall have received a certificate signed on behalf of the conditions set forth in Section 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3(d) have been satisfiedCompany by the Chief Executive Officer or Chief Financial Officer to such effect.

Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger are further shall be subject to the satisfaction (or waiver by Parent to the extent permitted by applicable LawParent) at or prior to the Closing Effective Time of the following additional conditions: (a) (i) The Each of the representations and warranties of the Company set forth contained in the first sentence of (i) Section 3.1(a2.1, Section 2.2(a), Section 3.2 (other than the first sentence of Section 3.2(a)2.2(b), Section 3.32.2(d), Section 3.21 2.3(a), Section 2.3(b), Section 2.3(c)(i), Section 2.4(a), Section 2.4(b), Section 2.9 and Section 3.22 2.21 shall be true and correct in all material respects, on and as of the Closing, as if made on and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the Company set forth in Section 3.10(a), shall be true and correct (disregarding all “materiality,” “Company Material Adverse Effect” (and words of similar import) qualifications contained therein) in all respects at and as of the Closing, as if made at and as of such time; (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.2(a) shall be true and correct except for de minimis inaccuracies on and as of the Closing, Effective Time as if made at and as of such time (except to the extent expressly made other than representations and warranties that by their terms address matters only as of an earlier dateanother specified date or time, which shall be true and correct in which case all material respects only as of such date); date or time) and (ivii) the this Agreement other representations and warranties than those Sections specifically identified in clause (i) of the Company set forth in Article 3 this Section 5.3(a) (disregarding all “materiality,” “materiality and Company Material Adverse Effect” (and words of similar import) Effect qualifications contained therein) shall be true and correct at and as of the Closing, Effective Time as if made on at and as of such time (except to the extent expressly made other than representations and warranties that by their terms address matters only as of an earlier dateanother specified date or time, in which case shall be true and correct, disregarding all materiality and Company Material Adverse Effect qualifications contained therein, only as of such datedate or time), except with respect to only such exceptions, in the case of this clause (ivii) where the failure of such representations only, as have not had and warranties to be so true and correct would not have, individually or in the aggregate, a Company Material Adverse Effect; provided that solely for purposes of clause (i) above, if one or more inaccuracies in Section 2.2(a), Section 2.2(b) or Section 2.2(d) would cause the aggregate amount required to be paid by Parent or Merger Sub in connection with the Closing to increase by $3,000,000 or more, such inaccuracy or inaccuracies shall be considered material for purposes of clause (i) of this Section 5.3(a) and a failure of the condition set forth in Section 5.3(a)(i). (b) The Company shall have performed (i) or complied with, in all material respects respects, all obligations and of the obligations, agreements and complied in all material respects with all covenants required by under this Agreement to be performed or complied with by it at or prior to the Closing and (ii) in all respects all obligations, agreements and covenants required under Section 5.21 of this Agreement to be performed or complied with by it at or prior to the Closing.Effective Time; (c) No Specified Contravention Since the Company Balance Sheet Date, there shall not have occurred and be continuing.any change, event, circumstance, development or effect that has had, individually or in the aggregate, a Company Material Adverse Effect; and (d) The Discontinuance and Surrender shall have been completed. (e) The Company shall have delivered to Parent a certificate, dated as of the Closing Date and Date, signed by an executive officer of the Chief Executive Officer or another senior officer, Company and certifying that as to the satisfaction of the conditions set forth specified in Section 6.3(a5.3(a) through Section 5.3(c), Section 6.3(b), Section 6.3(c) and Section 6.3(d) have been satisfied.