Common use of Conditions to Obligations of the Buyer and the Transitory Subsidiary Clause in Contracts

Conditions to Obligations of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction, or waiver by the Buyer, of the following conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval by the Company Stockholders; (b) no more than 5% of the Company's shares shall be Dissenting Shares (as hereinafter defined) as of the Effective Time. For purposes of this Agreement, "Dissenting Shares" means Company Shares held as of the Effective Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 of the Delaware General Corporation Law and not effectively withdrawn or forfeited prior to the Effective Time;

Conditions to Obligations of the Buyer and the Transitory Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary to consummate the Merger is subject to the satisfaction, or waiver by the Buyer, of the following conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval by the Company Stockholders; (b) no more than 5% of the Company's shares there shall be no Dissenting Shares (as hereinafter defined) as of the Effective Time. For purposes of this Agreement, "Dissenting Shares" means Company Shares held as of the Effective Time by a Company Stockholder who has not voted such Company Shares in favor of the adoption of this Agreement and the Merger and with respect to which appraisal shall have been duly demanded and perfected in accordance with Section 262 Sections 623 and 910 of the Delaware General New York Business Corporation Law and not effectively withdrawn or forfeited prior to the Effective Time;