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 of the following additional conditions: (a) the Company and its Subsidiary shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2, except for any which if not obtained or effected would not have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiary taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (b) the representations and warranties of the Company set forth in Article II shall be true and correct when made on the date hereof and, solely as to those contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.7, 2.8, 2.10, 2.16 and 2.25, shall be true and correct in all material respects as of the Effective Time as if made as of the Effective Time; (c) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; and (d) the Buyer and the Transitory Subsidiary shall have received the resignations, effective as of the Effective Time, of each director and officer of the Company and its Subsidiary specified by the Buyer in writing on or prior to the Closing.
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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 of the following additional conditions:: 41 PAGE
(a) Company Stockholders holding in the aggregate at least 95% of the outstanding Company Shares shall have delivered effective written consents in favor of the Merger and this Agreement;
(b) the Company and its Subsidiary the Subsidiaries shall have obtained all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Section 4.2, except for any which if not obtained or effected would not have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiary taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement;
(bc) the representations and warranties of the Company set forth in Article II shall be true and correct when made on the date hereof and, solely as to those contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.7, 2.8, 2.10, 2.16 and 2.25, shall be true and correct in all material respects as of the Effective Time as if made as of the Effective Time, except for representations and warranties made as of a specific date, which shall be true and correct as of such date;
(cd) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; and;
(e) the Company shall have delivered to the Buyer and the Transitory Subsidiary a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (d) of this Section 5.2 is satisfied in all respects;
(f) the Buyer and the Transitory Subsidiary shall have received from counsel to the resignationsCompany an opinion with respect to the matters set forth in Exhibit F attached hereto, effective addressed to the Buyer and the Transitory Subsidiary and dated as of the Effective Time, of each director and officer of the Company and its Subsidiary specified by the Buyer in writing on or prior to the Closing.Closing Date;
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