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

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the transactions herein contemplated is subject to the satisfaction at or before the Closing of the following conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date) (in each case, without taking into account any qualification as to materiality, material adverse change or material adverse effect contained in such representations and warranties), and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (b) the Company shall have complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed by it at or prior to the Effective Time, and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, ruling or decree would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Parent and Merger Sub shall have completed their due diligence review regarding the Company and its business, operations, assets, liabilities, prospects and other matters as the Parent and Merger Sub deem relevant, and the Parent and Merger Sub shall be satisfied, in their sole discretion, with the results of such review; (e) the Company shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 of this Agreement, and such Schedules shall be satisfactory to the Parent and Merger Sub in their sole discretion; (f) the Company shall have delivered to the Parent and Merger Sub a secretary’s certificate dated as of the Closing Date as to (i) its certificate or articles of incorporation, (ii) its bylaws and (iii) the duly adopted resolutions of its Board of Directors relating the Merger and the other transactions contemplated herein; and (g) the Parent and Merger Sub shall have received from counsel to the Company an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Parent.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate effect the transactions herein contemplated Merger is further subject to the satisfaction at or before the Closing waiver of the following conditions: (ai) the The representations and warranties of the Company contained set forth herein (other than the representations and warranties as to capitalization of the Company set forth in this Agreement Section 2.3(a) (the "Company Capitalization Representations") and the representation and warranty set forth in Section 2.9(b)) shall be true and correct in all material respects at and as of the Closing Date, date hereof (except to the extent that any such representation or warranty is expressly made as of a specific earlier date, in which case as of such date); provided, however, that for purposes of this condition, all such representations and warranties expressly relate (other than the Company Capitalization Representations and Section 2.9(b)) shall be deemed to an earlier date (be true and correct in which case all material respects unless the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) results, or would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company; (ii) the Company Capitalization Representations shall be true and correct in all respects as of such earlier datethe dates set forth therein, provided, that the condition set forth in this Section 6.3(a)(ii) shall be deemed satisfied if the actual number of Company Shares or other securities outstanding or issuable under Company Options, Company SARs or Convertible Notes outstanding as of the date hereof is greater than the number represented in the Company Capitalization Representations by no more than 0.5%; and (iii) the representation and warranty set forth in each case, without taking into account any qualification Section 2.9(b) shall be true and correct in all respects as to materiality, material adverse change or material adverse effect contained in such representations and warranties), and of the date hereof. The Parent and Merger Sub shall have received a certificate to signed on behalf of the foregoing effect dated Company by the Closing Date signed by an chief executive officer of the Company;Company to such effect. (b) the The Company shall have complied performed in all material respects with all of its covenants and obligations contained in this Agreement required to be performed by it under this Agreement at or prior to the Effective TimeClosing Date; provided, and the however, that unintentional breaches shall not be deemed to be a breach for purposes of this Section 6.3(b). The Parent and Merger Sub shall have received a certificate to signed on behalf of the foregoing effect dated Company by the Closing Date signed by an chief executive officer of the Company;Company to such effect. (c) no actionBetween the date of this Agreement and the Closing Date, suitthere shall not have been any change, effect, event, occurrence, condition, development or state of facts with respect to the Company or any of its Subsidiaries which, individually or in the aggregate, has had, or proceeding shall would reasonably be pending before any court or quasi-judicial or administrative agency of any federalexpected to have, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, ruling or decree would (i) prevent consummation of any of a Material Adverse Effect on the transactions contemplated Company that is not cured by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation;Effective Time. (d) the The Parent and Merger Sub shall have completed their due diligence review regarding the Company and its business, operations, assets, liabilities, prospects and other matters as the Parent and Merger Sub deem relevant, and the Parent and Merger Sub shall be satisfied, in their sole discretion, with the results of such review; (e) the Company shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 of this Agreement, and such Schedules shall be satisfactory to the Parent and Merger Sub in their sole discretion; (f) the Company shall have delivered to the Parent and Merger Sub a secretary’s certificate received from OMM an opinion dated as of the Closing Date as to (i) its certificate or articles of incorporation, (ii) its bylaws and (iii) the duly adopted resolutions of its Board of Directors relating stating that the Merger will be treated for United States Federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, OMM shall rely upon the representations and covenants contained in the other transactions contemplated herein; and (g) certificates of the Company, the Parent and Merger Sub and the opinions of the Israeli counsel as described in Section 5.17. Each such certificate shall be dated on or before the date of such opinion and shall not have been withdrawn or modified; provided, however, that if, in connection with obtaining the Court Approval from the Applicable Court, the parties agree to modifications or other changes to the terms hereof or the structure of the Merger such that such opinion cannot be rendered, then, if the Company waives the condition set forth in Section 6.2(d), the Parent and Merger Sub will be automatically and without need for further action by any Person deemed to have concurrently therewith waived the condition set forth in this Section 6.3(d). (e) Neither the Parent nor the Company shall have received any written indication from counsel the Investment Center to the effect that the consummation of the Merger will jeopardize or materially adversely affect its Approved Enterprise tax status and its status as an industrial company, and the Parent shall have received a certificate signed on behalf of the Company an opinion, dated by the Closing Date, in form chief executive officer of the Company and substance reasonably satisfactory the chief financial officer of the Company to such effect (only with respect to the ParentCompany).

Conditions to Obligations of the Parent and Merger Sub. The obligation respective obligations of the Parent and Merger Sub to consummate the transactions herein contemplated is Merger shall be subject to the satisfaction fulfillment at or before prior to the Closing of the following additional conditions: (a) the representations Each representation and warranties warranty of the Company contained in this Agreement Agreement, to the extent qualified by materiality (including a Company Material Adverse Effect qualification), shall be have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects at respects, in each case when made and on and as of the date hereof and on the Closing DateDate as though made on and as of such date (except for representations and warranties made as of a specified date, except which, to the extent such representations and warranties expressly relate to an earlier date qualified by materiality (in which case such representations and warranties including a Company Material Adverse Effect qualification), shall be have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Parent shall have received a certificate to such earlier dateeffect signed by the Company’s Chief Executive Officer. (b) The aggregate number of shares of Company Common Stock outstanding as of the Closing Date (including all shares subject to then outstanding Company Options or other rights to acquire or commitments to issue Company Common Stock) shall not exceed 3,041,910. (c) The Company shall have performed and complied in each caseall material respects with all agreements, without taking into account any qualification as obligations, and conditions required by this Agreement to materialitybe performed or complied with by it on or prior to the Closing, material adverse change or material adverse and the Parent shall have received a certificate to such effect contained signed by the Company’s Chief Executive Officer. (d) The Company shall have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in such representations form and warranties)substance reasonably satisfactory to the Parent, and the Parent and Merger Sub shall have received a certificate evidence reasonably satisfactory to them of the receipt of such permits, authorizations, consents, and approvals. (e) There shall not be pending any suit, action or proceeding related directly or indirectly to the foregoing effect dated Merger, including without limitation any suit, action or process that seeks to restrain or prohibit the Closing Date signed by an officer consummation of the Company;Merger or to unwind the Merger after it has been consummated or seeks damages or other relief with respect to the Merger. (bf) the Company shall have complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed by it at or prior to the Effective Time, and the The Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer opinion of the Company; (c) no actionP▇▇▇▇▇▇ Coie LLP, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, ruling or decree would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Parent and Merger Sub shall have completed their due diligence review regarding the Company and its business, operations, assets, liabilities, prospects and other matters as the Parent and Merger Sub deem relevant, and the Parent and Merger Sub shall be satisfied, in their sole discretion, with the results of such review; (e) the Company shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 of this Agreement, and such Schedules shall be satisfactory to the Parent and Merger Sub in their sole discretion; (f) the Company shall have delivered to the Parent and Merger Sub a secretary’s certificate dated as of the Closing Date as to (i) its certificate or articles of incorporation, (ii) its bylaws and (iii) the duly adopted resolutions of its Board of Directors relating the Merger and the other transactions contemplated herein; and (g) the Parent and Merger Sub shall have received from counsel to the Company an opinionCompany, dated the Closing Date, in form and substance reasonably satisfactory to the Parent, to the effect set forth in Exhibit 6.2(f) hereto. (g) The Parent shall have received a letter from each of the Affiliates pursuant to Section 5.6 hereof. (h) The Parent shall have received executed agreements from such persons, and in such form satisfactory to the Parent, as described in Section 5.16 hereof. (i) The directors of the Company and of each Company Subsidiary shall have tendered their resignations as of the Effective Time. (j) Since the date of this Agreement, there shall not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Parent shall have received a certificate to such effect from the Company’s Chief Executive Officer. (k) The Company shall have (i) prior to the Closing Date, complied with Section 5.12(b) by purchasing the extended reporting period endorsement for the Company’s directors’ and officers’ liability insurance policy contemplated thereby and

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the transactions herein contemplated Merger is subject to the satisfaction at (or before waiver by the Closing Parent) of the following additional conditions: (a) the Company shall have obtained at its own expense (and shall have provided copies thereof to the Parent) all of the waivers, permits, consents, approvals, novations or other authorizations whatsoever, and effected all of the registrations, filings and notices which are required on the part of the Company to consummate the series of transactions contemplated by this Agreement, including, but not limited to, the consents set forth in Section 2.4(c) of the Disclosure Schedule, and to otherwise comply with all applicable laws and regulations in connection with the consummation of the series of transactions contemplated by this Agreement; (b) the representations and warranties of the Company contained and the Company Stockholders set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date, except to the extent such representations and warranties expressly relate they pertain to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier a different date) (in each case, without taking into account any qualification as to materiality, material adverse change or material adverse effect contained in such representations and warranties), and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (b) the Company shall have complied in all material respects with all of its covenants and obligations contained in this Agreement to be performed by it at or prior to the Effective Time, and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (c) the Company and the Company Stockholders shall each have performed or complied with in all material respects its or his agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; AGREEMENT AND PLAN OF MERGER (d) no action, suit, or proceeding Legal Proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction threatened wherein an unfavorable injunction, judgment, order, ruling decree, stipulation or decree injunction would (i) prevent consummation of any the series of the transactions contemplated by this Agreement or Agreement, (ii) cause any the series of the transactions contemplated by this Agreement to be rescinded following consummation; consummation or (diii) have, individually or in the Parent and Merger Sub shall have completed their due diligence review regarding the aggregate, a Company and its business, operations, assets, liabilities, prospects and other matters as the Parent and Merger Sub deem relevantMaterial Adverse Effect, and the Parent and Merger Sub no such judgment, order, decree, stipulation or injunction shall be satisfied, in their sole discretion, with the results of such revieweffect; (e) the Company and the Company Stockholders shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 of this Agreement, and such Schedules shall be satisfactory to the Parent and Merger Sub in their sole discretionthe Company Certificate; (f) the Company Parent shall have delivered to received the Parent and Merger Sub a secretary’s certificate dated resignations, effective as of the Closing Date as to (i) its certificate or articles Closing, of incorporation, (ii) its bylaws each director and (iii) officer of the duly adopted resolutions of its Board of Directors relating Company specified by the Merger and the other transactions contemplated herein; andParent; (g) the Parent shall have received the written consent of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. and Merger Sub Company to the inclusion of its audit report, dated June 30, 2005, in filings made by Parent with the SEC under the Securities Act, and a written representation by ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. and Company to provide one or more consents to the incorporation by reference of its audit report in registration statements filed by Parent under the Securities Act. (h) the Parent shall have received from counsel to the Company an opinionopinion in substantially the form attached hereto as Exhibit C, addressed to the Parent and dated as of the Closing Date, ; (i) each of the Key Employees shall have entered into an Employment Agreement (including noncompete and non-solicitation provisions) with the Surviving Corporation substantially in the form attached hereto as Exhibit D (the “Employment Agreements”) containing compensation provisions acceptable to each; (j) the Stockholder Representative and substance reasonably the Escrow Agent shall have executed the Escrow Agreement; (k) each of the Company Stockholders shall have entered into a Restricted Stock Agreement with the Parent substantially in the form attached hereto as Exhibit E (the “Restricted Stock Agreements”); (l) the Parent shall have been satisfied with the successful completion of the audit of the Company’s financial statements in connection with the Parent’s compliance with applicable provisions of the Securities Act and the Exchange Act; (m) all Company Stock Plans shall have been terminated; (n) the Company shall have obtained at its own expense (and shall have provided to the Parent) Tax good standing certificates or other documentation satisfactory to the Parent.Parent with respect to each jurisdiction in which the Company may be subject to Tax authority; (o) The Parent shall have received certificates from the Company and the Company Stockholders regarding Estimated Debt and Estimated Working Capital; AGREEMENT AND PLAN OF MERGER (p) since the date of this Agreement, there will not have occurred and there will have been no change, event or development that has had or may reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (q) the Parent shall have received from not less than 80% of the employees of the Company an executed Confidentiality, Innovations and Non-Solicitation Agreement, substantially in the form attached hereto as Exhibit F; and (r) the R&D Agreement among the Company, SafetyTech AG and ▇▇▇▇ ▇▇▇▇▇▇ shall have been executed, in the form attached hereto as Exhibit H.

Conditions to Obligations of the Parent and Merger Sub. The obligation of the Parent and Merger Sub to consummate the transactions herein contemplated is Merger will be subject to the satisfaction fulfillment or waiver by the Parent at or before prior to the Closing of the following additional conditions: (a) the representations Each representation and warranties warranty of the Company contained in this Agreement shall be is true and correct in all material respects at on the date hereof and as of the Closing Date, except to the extent Effective Time as though such representations and warranties expressly relate to an earlier were made on such date (in which case such except those representations and warranties shall be that address matters only as of a particular date will remain true and correct as of such earlier date), except for any inaccuracies that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, however, notwithstanding the foregoing, this Section 7.2(a) (will not be considered fulfilled or satisfied if the representation and warranty set forth in each casethe last sentence of Section 4.4 is incorrect by more than 1,000 shares as of the Closing Date. For purposes of this Section 7.2(a), without taking into account any qualification as to materiality, material adverse change or material adverse effect all representations and warranties contained in Article 4 qualified by "Company Material Adverse Effect" or reference to "material" or "in all material respects" or like variations will not be deemed so qualified. (b) The Company has performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Effective Time. (c) The Company will have furnished the Parent with a certificate dated the Closing Date signed on behalf of the Company by its President and Chief Executive Officer or its Vice President, Finance and Chief Financial Officer to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfied. (d) The Company will have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to the Parent, except for such representations permits, authorizations, consents and warranties)approvals the failure of which to obtain could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Parent and Merger Sub shall will have received a certificate evidence reasonably satisfactory to the foregoing effect dated the Closing Date signed by an officer them of the Company; (b) the Company shall have complied in all material respects with all receipt of its covenants and obligations contained in this Agreement to be performed by it at or prior to the Effective Timesuch permits, authorizations, consents, and the Parent and Merger Sub shall have received a certificate to the foregoing effect dated the Closing Date signed by an officer of the Company; (c) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, ruling or decree would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (d) the Parent and Merger Sub shall have completed their due diligence review regarding the Company and its business, operations, assets, liabilities, prospects and other matters as the Parent and Merger Sub deem relevant, and the Parent and Merger Sub shall be satisfied, in their sole discretion, with the results of such review;approvals. (e) Since the Company shall have delivered the Schedules required to have been delivered by them pursuant to Section 7.07 date of this Agreement, and such Schedules shall there will not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be satisfactory expected to have, individually or in the Parent and Merger Sub in their sole discretion; (f) the aggregate, a Company shall have delivered to the Parent and Merger Sub a secretary’s certificate dated as of the Closing Date as to (i) its certificate or articles of incorporation, (ii) its bylaws and (iii) the duly adopted resolutions of its Board of Directors relating the Merger and the other transactions contemplated herein; and (g) the Parent and Merger Sub shall have received from counsel to the Company an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the ParentMaterial Adverse Effect.