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

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger shall be further subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Closing of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01, Section 3.02(a), Section 3.02(b), Section 3.03, Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.01, Section 3.03, Section 3.21, Section 3.22 and Section 3.23 shall be true and correct in all material respects; (iii) the representations and warranties of the Company set forth in Section 3.09(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iv), as of immediately prior to the Closing as though made as of the date of this Agreement and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date, which need only be true and correct as of such date or time); (b) the Company shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect; and (d) the Company shall have delivered to Parent a certificate signed on behalf of the Company by an executive officer of the Company as to the satisfaction of the conditions in Sections 6.02(a), (b) and (c).

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate effect the Merger shall be further subject to the satisfaction (or waiver (where permissible pursuant to applicable Lawby Parent ) at or prior to the Closing Effective Time of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of (i) the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in the first sentence of Section 3.013.01(a), the first sentence of Section 3.01(b), Section 3.02(a), Section 3.02(b), Section 3.033.02(d), Section 3.02(e), the first two sentences of Section 3.03(a), Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.013.02(a), Section 3.033.02(b), Section 3.213.02(d), Section 3.22 3.02(e) and the second sentence of Section 3.23 shall be true and correct in all material respects; and (iii) the representations and warranties of the Company set forth in the first sentence of Section 3.01(a), the first sentence of Section 3.01(b), the first two sentences of Section 3.03(a), Section 3.09(b) and the first sentence of Section 3.23 shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iviii), as of immediately prior to the date of the Closing as though made as of the date of this Agreement on and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date, which need only be true and correct as of such date or time); (b) the Company shall have performed or and complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closingit; (c) since the date of this Agreement, there shall have not been any changes, circumstances, events or effects that, individually or in the aggregate, have occurred had or would reasonably be expected to have a Company Material Adverse Effect; and (d) the Company Parent shall have delivered to Parent received a certificate signed on behalf of the Company by an executive officer of the Company as to the satisfaction of the conditions in Sections 6.02(aclauses (a), (b) and (c)) of this Section 6.02.