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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following 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 obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions: 29

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

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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be conditions, unless waived in writing, in whole or in part, by Parent and Merger Sub):Sub pursuant to Section 14.04 below:

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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions (conditions, any of which may be waived in writing, in whole or in part, writing by Parent and Merger Sub):in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by under this Agreement are subject to the satisfaction fulfillment, at or prior to the Closing of each Date, of the following conditions (any precedent, each of which may be waived in writing, in whole or in part, by Parent and Merger Sub):writing at the sole discretion of Parent:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are and the other Covered Agreements will be subject to the satisfaction fulfillment or Parent’s waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of the Parent and the Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement are hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Effective Time, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are further subject to the satisfaction (or written waiver by Parent) at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are will be subject to the satisfaction fulfillment at or prior to the Closing of each of the following additional conditions, unless waived (to the extent such conditions (any of which may can be waived in writing, in whole or in partwaived, by Parent and Merger SubParent):

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are further subject to the satisfaction at satisfaction, on or prior to before the Closing Closing, of each of the following conditions (conditions, any or all of which may be waived in writing, by Parent in whole or in part, part to the extent permitted by Parent and Merger Sub):applicable Laws:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment or Parent’s written waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate proceed with the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction fulfillment at or prior to the Closing of each of the following conditions (additional conditions, any one or more of which may be waived in writing, in whole or in part, by Parent and Merger Sub):Parent:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are is expressly subject to the satisfaction at fulfillment or express written waiver of the following conditions on or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):Date:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and the Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement are hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Effective Time, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger SubParent):

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub under this Agreement to consummate the Merger and the other transactions contemplated by this Agreement are hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Effective Time, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions (conditions, any of which may be waived in writing, in whole or in part, writing by Parent and Merger Sub):in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The obligations of each of Parent and Merger Sub to consummate the transactions contemplated to be performed by this Agreement are it in connection with the Closing is subject to the satisfaction at (or prior to the Closing of each waiver in writing by Parent) of the following conditions (any as of which may be waived in writing, in whole or in part, by Parent and Merger Sub):the Closing:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the satisfaction fulfillment or written waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

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

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction satisfaction, at or prior to the Closing Closing, of each of the following conditions (conditions, any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):Sub in accordance with Section 7.9:

Conditions to Obligations of Parent and Merger Sub. The All obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the fulfillment and satisfaction at of each and every of the following conditions on or prior to the Closing of each of the following conditions (Closing, any or all of which may be waived in writing, in whole or in part, part by Parent and Merger Sub)::

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

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated to be performed by this Agreement are each in connection with the Closing is subject to the satisfaction at (or prior to the Closing of each waiver, in accordance with this Section 2) of the following conditions (any as of which may be waived in writing, in whole or in part, by Parent and Merger Sub):the Closing:

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

Conditions to Obligations of Parent and Merger Sub. The obligations -------------------------------------------------- of Parent and Merger Sub to consummate the transactions contemplated by this the Merger Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing of each Effective Time, of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement hereby are subject to the satisfaction at fulfillment or prior to the Closing waiver by Parent of each of the following conditions (any of which may be waived in writing, in whole at or in part, by Parent and Merger Sub):prior to the Closing:

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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are further subject to the satisfaction at satisfaction, on or prior to before the Closing Closing, of each of the following conditions (conditions, any or all of which may be waived in writing, in whole or in part, part to the extent permitted by Parent and Merger Sub):applicable Laws:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated to be performed by this Agreement are Parent and Merger Sub in connection with the Closing is subject to the satisfaction at or prior to written waiver, as of the Closing Date, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the satisfaction fulfillment or written waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions.

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Effective Time, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

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

Conditions to Obligations of Parent and Merger Sub. The obligations obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction satisfaction, at or prior to the Closing Closing, of each of the following conditions (conditions, any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):Sub in accordance with Section 7.9: -22-

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent Parent, Merger Sub I and Merger Sub II to consummate the transactions contemplated by this Agreement are further subject to the satisfaction (or written waiver by Parent) at or prior to the Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger) are subject to the satisfaction or fulfillment, at or prior to the Closing Closing, of each of the following conditions (conditions, any or all of which may be waived in writing, in whole or in part, by Parent in its sole and Merger Sub):absolute discretion:

Conditions to Obligations of Parent and Merger Sub. The respective -------------------------------------------------- obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction fulfillment at or prior to the Closing Effective Time of each of the following conditions (additional conditions, any or all of which may be waived in writing, in whole or in part, 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 obligations of Parent and Merger ▇▇▇▇▇▇ Sub to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions (conditions, any of which may may, to the extent permitted by applicable Law, be waived in writing, in whole or in part, writing by Parent and Merger Sub):in its sole discretion:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions condition (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 obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement are shall be subject to the satisfaction satisfaction, fulfillment or written waiver by Parent or Merger Sub, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement Transactions are further subject to the satisfaction or waiver at or prior to the before Closing of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate close the transactions contemplated by this Agreement are subject to the satisfaction at prior or prior to the Closing concurrent fulfillment of each of the following conditions (any of which may be waived in writingconditions; provided, in whole or in parthowever, by that Parent and Merger Sub):Sub may waive in writing any one or more of such conditions:

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

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the satisfaction fulfillment or Parent’s waiver in writing, at or prior to the Closing Closing, of each of the following conditions (any of which may be waived in writing, in whole or in part, by Parent and Merger Sub):conditions:

Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub hereunder to consummate the transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or prior to before the Closing Closing, of each of the following conditions (all or any of which may be waived in writing, in whole or in part, part by Parent and Merger Subin its sole discretion):