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

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger Mergers shall be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions, any of which may be waived in writing by Parent in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be Mergers and to consummate the other transactions contemplated by this Agreement are subject to the fulfillment satisfaction or (or to the extent permitted by Law) waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentwaiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:: 29

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on satisfaction at or prior to the Closing Date of each of the following additional conditions:conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect perform this Agreement and consummate the Merger shall be and the other transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date satisfaction of the following additional conditions, unless waived by Parent and Merger Sub pursuant to Section 14.04 below:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentwritten waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger Transactions shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions, any of which may be waived in writing by Parent in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall transactions contemplated by this Agreement and the other Covered Agreements will be subject to the fulfillment (or waiver by Parent’s waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement and effect the Merger shall be are subject to the fulfillment (satisfaction or waiver by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on satisfaction at or prior to the Closing Date of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by ParentParent and Merger Sub, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement (including, without limitation, the Merger) are subject to the fulfillment (satisfaction or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions, any or all of which may be waived by Parent in its sole and absolute discretion:

Conditions to Obligations of Parent and Merger Sub. The respective -------------------------------------------------- obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time of each of the following additional conditions, any or all of which may be waived in whole or part by Parent and Merger Sub, as the case may be, to the extent permitted by applicable Law:

Conditions to Obligations of Parent and Merger Sub. The respective obligations obligation of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction of the following conditions unless waived (or waiver by Parent, to the extent permissible permitted under applicable Law) on or prior to the Closing Date of the following additional conditionsby Parent:

Conditions to Obligations of Parent and Merger Sub. The respective obligations obligation of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentsatisfaction, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:, any of which may be waived by Parent and Merger Sub in accordance with Section 7.9: -22-

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger Transactions shall be subject to the fulfillment (or waiver by Parentwritten waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated hereby shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions, any of which may be waived in writing by Parent in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The respective All obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to and satisfaction of each and every of the extent permissible under applicable Law) following conditions on or prior to the Closing Date Closing, any or all of the following additional conditionswhich may be waived in whole or in part by Parent and Merger Sub:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or (or to the extent permitted by Law) written waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be and otherwise consummate the transactions contemplated by this Agreement are further subject to the fulfillment (satisfaction, on or waiver before the Closing, of each of the following conditions, any or all of which may be waived by Parent, Parent in whole or in part to the extent permissible under permitted by applicable Law) on or prior to the Closing Date of the following additional conditionsLaws:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are further subject to the fulfillment satisfaction (or written waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub under this Agreement to effect consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment (or waiver by Parentsatisfaction, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and the Merger Sub under this Agreement to effect consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment (or waiver by Parentsatisfaction, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect close the Merger shall be transactions contemplated by this Agreement are subject to the prior or concurrent fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of each of the following additional conditions; provided, however, that Parent and Merger Sub may waive in writing any one or more of such conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be Transactions are further subject to the fulfillment (satisfaction or waiver by Parent, to the extent permissible under applicable Law) on at or prior to the before Closing Date of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of each of Parent and Merger Sub to effect consummate the Merger shall transactions to be performed by it in connection with the Closing is subject to the fulfillment satisfaction (or waiver in writing by Parent, to the extent permissible under applicable Law) on or prior to the Closing Date of the following additional conditionsconditions as of the Closing:

Conditions to Obligations of Parent and Merger Sub. The respective obligations under this Agreement of Parent and Merger Sub to effect the Merger shall be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, by Parent and Merger Sub:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be and the other transactions contemplated hereby are subject to the fulfillment (or waiver by Parent, to Parent of each of the extent permissible under applicable Law) on following conditions at or prior to the Closing Date of the following additional conditionsClosing:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be under this Agreement are subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on or prior to at the Closing Date Date, of the following additional conditionsconditions precedent, each of which may be waived in writing at the sole discretion of Parent:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent Parent, Merger Sub I and Merger Sub II to effect consummate the Merger shall be transactions contemplated by this Agreement are further subject to the fulfillment satisfaction (or written waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on satisfaction at or prior to the Closing Date of each of the following additional conditions:conditions (any of which may be waived in writing, in whole or in part, by Parent):

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be and otherwise consummate the transactions contemplated by this Agreement are further subject to the fulfillment (satisfaction, on or waiver by Parentbefore the Closing, of each of the following conditions, any or all of which may be waived in whole or in part to the extent permissible under permitted by applicable Law) on or prior to the Closing Date of the following additional conditionsLaws:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the transactions to be performed by Parent and Merger shall be Sub in connection with the Closing is subject to the fulfillment (satisfaction or waiver by Parentwritten waiver, to the extent permissible under applicable Law) on or prior to as of the Closing Date Date, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub hereunder to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (fulfillment, at or waiver by Parentbefore the Closing, to the extent permissible under applicable Law) on or prior to the Closing Date of each of the following additional conditions:conditions (all or any of which may be waived in whole or in part by Parent in its sole discretion):

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger Transactions shall be subject to the fulfillment (or waiver by Parentwritten waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:.

Conditions to Obligations of Parent and Merger Sub. The respective obligations of the Parent and the Merger Sub under this Agreement to effect consummate the Merger and the other transactions contemplated hereby shall be subject to the fulfillment (or waiver by Parentsatisfaction, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentwaiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger Transactions shall be subject to the fulfillment (or Parent’s waiver by Parentin writing, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parent’s written waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect the Merger shall be and otherwise consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction or waiver by Parentwritten waiver, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations obligation of Parent and Merger Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Parentsatisfaction, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions, any of which may be waived by Parent and Merger Sub in accordance with Section 7.9:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger ▇▇▇▇▇▇ Sub to effect consummate the Merger transactions contemplated by this Agreement shall be subject to the fulfillment (fulfillment, at or waiver by Parentprior to the Closing, of each of the following conditions, any of which may, to the extent permissible under permitted by applicable Law) on or prior to the Closing Date of the following additional conditions, be waived in writing by Parent in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on satisfaction at or prior to the Closing Date of the following additional conditions:condition (which may be waived in writing, in whole or in part, by Parent and Merger Sub):

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment (or written waiver by ParentParent or Merger Sub, to the extent permissible under applicable Law) on at or prior to the Closing Date Closing, of each of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations obligation of Parent and Merger Sub to effect consummate the Merger shall transactions to be performed by each in connection with the Closing is subject to the fulfillment satisfaction (or waiver by Parentwaiver, to the extent permissible under applicable Lawin accordance with this Section 2) on or prior to the Closing Date of the following additional conditionsconditions as of the Closing:

Conditions to Obligations of Parent and Merger Sub. The respective obligations -------------------------------------------------- of Parent and Merger Sub to effect consummate the transactions contemplated by the Merger Agreement shall be subject to the fulfillment (or waiver by Parentfulfillment, to the extent permissible under applicable Law) on at or prior to the Closing Date Effective Time, of the following additional conditions:

Conditions to Obligations of Parent and Merger Sub. The respective obligations obligation of Parent and Merger Sub to effect consummate the Merger shall be transactions contemplated by this Agreement is expressly subject to the fulfillment (or express written waiver by Parent, to of the extent permissible under applicable Law) following conditions on or prior to the Closing Date of the following additional conditionsDate:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect proceed with the Merger Closing shall be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date of the following additional conditions, any one or more of which may be waived by Parent:

Conditions to Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to effect consummate the Merger shall transactions contemplated by this Agreement will be subject to the fulfillment (or waiver by Parent, to the extent permissible under applicable Law) on at or prior to the Closing Date of each of the following additional conditions:, unless waived (to the extent such conditions can be waived, by Parent):