Common use of Conditions to Parties Obligations Clause in Contracts

Conditions to Parties Obligations. The respective obligations of Acquisition and the Company to complete the Merger are subject to satisfaction of the following conditions (any or all of which may be waived by either of them): (a) Acquisition will have accepted for payment and paid for all the shares of Common Stock which are properly tendered in response to the Tender Offer and not withdrawn, except that this will not be a condition to the obligations of Acquisition if the failure to accept for payment or pay for the shares which are properly tendered in response to the Tender Offer and not withdrawn constituted, or was the result of, a breach by Acquisition of its obligations under this Agreement. (b) The other party will have fulfilled in all material respects all its obligations under this Agreement required to have been fulfilled on or before the Merger Date. (c) No order will have been entered by any court or governmental authority and be in force which invalidates this Agreement or restrains either Acquisition or the Company from completing the transactions which are the subject of this Agreement. (d) If stockholder approval of the Merger is required by applicable law or by the rules of the Nasdaq National Market (if they are applicable), the Merger will have been approved by the holders of a majority of the outstanding shares of Common Stock.