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

Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date of the following additional conditions, unless waived in writing by Parent in accordance with SECTION 10.4 hereof: (a) The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date; and Parent and Sub shall have received a certificate of the Company executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to that effect. (b) Each of the representations and warranties of the Company contained in this Agreement (i) that is qualified by materiality or Company Material Adverse Effect shall be true and correct when made and at and as of the Effective Date and (ii) that is not so qualified shall be true and correct when made and at and as of the Effective Date except where the failure of any such representations or warranties to be so true and correct, individually or in the aggregate with other such failures, would not have a Company Material Adverse Effect, (except in the case and each of (i) and (ii) to the extent they expressly relate to the date of this Agreement or any other particular date, in which case, as of such date), and Parent and Sub shall have received a certificate of the Company executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to that effect. (c) Parent shall have received opinions of counsel to the Company, dated the Closing Date, substantially in form and substance set forth in EXHIBIT H.

Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect consummate the Merger shall be subject to the fulfillment at or prior to the Effective Date satisfaction of the following additional conditions, unless waived in writing (if permissible) by Parent in accordance with SECTION 10.4 hereofParent: (a) The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date; Time, and Parent and Sub shall have received a certificate of the Company executed except as contemplated or permitted by the Chief Executive Officer and Chief Financial Officer of the Companythis Agreement, dated the Closing Date, to that effect. (b) Each of the representations and warranties of the Company contained in this Agreement (iexcept to the extent such representations and warranties speak as of an earlier date in which case as of such earlier date) that is qualified by materiality or Company Material Adverse Effect shall be true and correct when made and at on and as of the Effective Date Time as if made on and (ii) that is not so qualified shall be true and correct when made and at and as of the Effective Date except where the failure of any such representations or warranties to be so true and correct, individually or in the aggregate with other such failures, would not have a Company Material Adverse Effect, (except in the case and each of (i) and (ii) to the extent they expressly relate to the date of this Agreement or any other particular date, in which case, as of such date), and ; (b) Parent and Sub shall have received a certificate of certificate, dated the Company executed Effective Time, signed by the President or Chief Executive Officer and Chief Financial Officer or a Vice President of the Company, dated certifying that the Closing Date, to that effect.conditions specified in Section 6.3(a) have been fulfilled; (c) In connection with the receipt of the approvals referred to in Section 5.5, no approval shall impose on Parent or Sub any conditions or other requirements that would (i) cause Parent or Sub any material additional costs, or (ii) materially interfere with the continued operations of the Company and the Subsidiaries, taken as a whole, or Parent or its subsidiaries; and (d) Parent shall have received opinions of counsel to the Companya letter from Deloitte & Touche LLP, Parent's independent auditors, dated a date within two business days before the Closing Datedate on which the Registration Statement shall become effective and addressed to Parent, substantially in form and substance set forth reasonably satisfactory to Parent and customary in EXHIBIT H.scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement (including, among other things, that the Merger will be treated as a pooling of interests under Accounting Principles Board Opinion No. 16).

Conditions to Obligations of Parent and Sub to Effect the Merger. The obligations of Parent and Sub to effect the Merger shall be subject to the fulfillment at or prior to the Effective Date Time of the additional following additional conditions, unless waived in writing by Parent in accordance with SECTION 10.4 hereofParent: (a) The Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Effective Date; Time, and Parent and Sub shall have received a certificate of the Company executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to that effect. (b) Each of the representations and warranties of the Company contained in this Agreement (i) that is qualified by materiality or Company Material Adverse Effect shall be true and correct in all material respects when made and at on and as of the Effective Date Time as if made on and as of such date (except to the extent they relate to a particular date), except (i) as expressly contemplated or permitted by this Agreement and (ii) with respect to representations and warranties of the Company that is are not so qualified shall subject to a Company Material Adverse Effect qualification, where the failure to be true and correct when made has not, and at and as of the Effective Date except where the failure of any such representations or warranties to be so true and correctwould not have, individually either alone or in the aggregate with other all such failures, would not have a Company Material Adverse Effect, (except in the case and each of (i) and (ii) to the extent they expressly relate to the date of this Agreement or any other particular date, in which case, as of such date), and . Parent and Sub shall have received a certificate of the Company executed by the President and Chief Executive Officer and Chief Financial Officer or a Vice President of the Company, dated the Closing Date, Company to that effect. (cb) Parent shall have received opinions of counsel to an opinion substantially in the Companyform attached hereto as Exhibit C-2, dated the Closing Datedate of Closing, from Hugh▇▇ & ▇uce, ▇.L.P., based upon certificates from the Company substantially in the form attached hereto as Exhibit D-2 and substance set forth from Parent substantially in EXHIBIT H.the form attached hereto as Exhibit E-2 (and such other assumptions, certificates, and certifications as are customary or reasonably necessary in connection therewith), to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel may receive and rely upon representations of fact contained in certificates as specified in the preceding sentence.