Common use of Conditions to the Company’s Obligations to Effect the Merger Clause in Contracts

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger shall also be subject to the satisfaction at the Closing of each of the following conditions, any and all of which may be waived in whole or in part by the Company: (a) the representations and warranties of Parent and Merger Sub set forth in Article IV shall have been true and correct in all respects as of the date of the Agreement, and shall be true and correct in all respects at and as of the Closing Date as if made on and as of such Closing Date except where the failure of such other representations and warranties to not be so true and correct would not result, individually or in the aggregate, in a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date); (b) Parent and Merger Sub shall have performed or complied in all material respects with all covenants and obligations that Parent or Merger Sub is required to comply with or to perform under the Agreement at or prior to the Closing; and (c) The Company shall have received a certificate signed on behalf of the Company by an officer of Parent to the effect that the conditions in clauses (a) and (b) above have been satisfied.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect the Merger shall also be are subject to the satisfaction satisfaction, at or prior to the Closing of each Effective Time, of the following conditions, additional conditions (any and all of which may be waived by the Company, in whole or in part by part, at any time prior to the Company:Effective Time): (a) the representations and warranties of Parent and Merger Sub set forth in Article IV shall have been true and correct in all respects as Each of the date of the Agreement, and Identified Parent Representations (as defined below) shall be true and correct in all respects at (including any Materiality Qualifiers) and each of the other representations and warranties of the Parent and Newco set forth in this Agreement shall be true and correct in all material respects, without regard to any Materiality Qualifiers, (i) as of the Closing Date date of this Agreement and (ii) as if of the Effective Time as though then made on and as of such Closing Date the Effective Time, except where the failure of such other for those representations and warranties to not be so true and correct would not result, individually or in the aggregate, in a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that address matters only as of a specific particular date (in which case, each such Identified Parent Representations shall be measured only true and correct as of such date and each other such representation and warranties shall be true and correct in all material respects as of such date); (b; provided that, in the event of a breach of a representation or warranty other than an Identified Parent Representation, the condition set forth in this Section 5.2(a) shall be deemed satisfied unless the effect of all such breaches of representations and warranties taken together has had, or is reasonably expected to have, a Parent Material Adverse Effect, and Merger Sub shall have performed or complied in all material respects with all covenants and obligations that Parent or Merger Sub is required to comply with or to perform under the Agreement at or prior to the Closing; and (c) The Company shall have received a certificate signed on behalf of the Company by an a duly authorized officer of Parent to the effect that the conditions foregoing effect. “Identified Parent Representations” means those representations and warranties set forth in clauses Sections 3.1 (aCorporate Organization and Qualification), 3.2 (Authority Relative to This Agreement), 3.4 (Proxy Statement), 3.6 (Brokers and Finders) and 3.7 (b) above have been satisfiedAdequate Funds).

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect consummate the Merger shall also be are subject to the satisfaction or waiver at or prior to the Closing Date of each of the following conditions, any and all of which may be waived in whole or in part exclusively by the Company: (a) the representations and warranties of the Parent and Merger Sub set forth in Article IV this Agreement shall have been be true and correct in all respects (without giving effect to any references to any “Parent Material Adverse Effect” or other “materiality” qualifications) as of the date of the Agreement, and shall be true and correct in all respects at this Agreement and as of the Closing Date as if though made on and as of such the Closing Date (except where the failure of such other that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date) except where failure to not be so true and correct would not resultnot, individually or in the aggregate, in have a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date); (b) Parent and Merger Sub shall have complied with or performed or complied in all material respects with all covenants each covenant, agreement and obligations obligation that the Parent or and Merger Sub is are required to comply with or to perform under the Agreement at or prior to the ClosingClosing Date; and (c) The Company ▇▇▇▇▇▇ and Merger Sub shall have received delivered to the Company a certificate signed on behalf of the Company by an officer of Parent and ▇▇▇▇▇▇ Sub and dated as of the Closing Date to the effect that the conditions specified in clauses (aSection 8.3(a) and (bSection 8.3(b) above have been satisfied.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect consummate the Merger shall also be transactions provided for hereby are subject to the satisfaction at satisfaction, on or prior to the Closing Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company: Section 8.2.1 Each of (ai) the representations and warranties of Buyer, Parent and Merger Sub set forth contained in Article IV this Agreement that are qualified by Buyer Material Adverse Effect shall have been be true and correct in all respects as of the date Effective Time as though made on and as of the AgreementEffective Time (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), and (ii) the representations and warranties of Buyer, Parent and Merger Sub contained in this Agreement that are not so qualified (including, without limitation, those which are qualified by the phrase “material”) shall be true and correct in all material respects at and as of the Closing Date Effective Time as if though made on and as of such Closing Date the Effective Time (except where the failure of such other that those representations and warranties to not be so true and correct would not result, individually or in the aggregate, in a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that which address matters only as of a specific particular date shall need only be measured only true and correct as of such date);. (b) Section 8.2.2 Each of Buyer, Parent and Merger Sub shall have performed or complied with all agreements and covenants required by this Agreement and each Ancillary Agreement to which it is a party to be performed or complied with by it in all material respects with all covenants and obligations that Parent or Merger Sub is required to comply with or to perform under the Agreement at on or prior to the Closing; andEffective Time. (c) The Company Section 8.2.3 Each of Buyer, Parent and Merger Sub shall have received a certificate signed on behalf tendered for delivery the documents and other items to be delivered by such parties pursuant to Article 3 of the Company by an officer of Parent to the effect that the conditions in clauses (a) and (b) above have been satisfiedthis Agreement.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect consummate the Merger shall also be transactions provided for hereby are subject to the satisfaction at satisfaction, on or prior to the Closing Date, of each of the following conditions, any and all of which may be waived in whole or in part by the Company: (a) Each of (i) the representations and warranties of Parent and Merger Sub set forth contained in Article IV this Agreement that are qualified by a Material Adverse Effect shall have been be true and correct in all respects as of the date of the Agreement, and shall be true and correct in all respects at and Effective Time as of the Closing Date as if though made on and as of such Closing Date the Effective Time (except where the failure of such other that those representations and warranties to not be so true and correct would not result, individually or in the aggregate, in a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that which address matters only as of a specific particular date shall need only be measured only true and correct as of such date);, and (ii) the representations and warranties of Parent and Merger Sub contained in this Agreement that are not so qualified (including, without limitation, those which are qualified by the phrase “material”) shall be true and correct as of the Effective Time as though made on and as of the Effective Time (except that those representations and warranties which address matters only as of a particular date need only be true and correct as of such date), except to the extent that the failure of any such representation or warranty specified in this Section 7.2(a)(ii) to be true and correct has not had and could not reasonably be expected to have a Material Adverse Effect on Parent. (b) Each of Parent and Merger Sub shall have tendered for delivery the documents and other items to be delivered by such parties pursuant to Article III of this Agreement. (c) Parent and Merger Sub shall have performed complied with or complied satisfied in all material respects with all covenants and obligations that Parent any covenant, condition or Merger Sub is required agreement to comply be complied with or to perform satisfied by such parties under the Agreement at this Agreement, or prior to the Closing; and (c) The Company shall have received a certificate signed on behalf of the Company by an officer of Parent to the effect that the conditions in clauses (a) and (b) above have been satisfiedany exhibit or schedule hereto.

Conditions to the Company’s Obligations to Effect the Merger. The obligations of the Company to effect consummate the Merger shall also be are subject to the satisfaction at (or waiver if permissible pursuant to applicable Legal Requirements) prior to the Closing Effective Time of each of the following conditions, any and all of which may be waived in whole or in part exclusively by the Company: (a) the (i) The representations and warranties of Parent and Merger Sub set forth in Article IV shall have been true and correct in all respects as of the date of the Agreement, and this Agreement shall be true and correct in all respects at (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) on and as of the Closing Date as if made on and as of such Closing Date date (except to the extent any such representation or warranty is expressly made as of an earlier date or time, in which case as of such earlier date or time), except where the failure of any such other representations and warranties representation or warranty to not be so true and correct would not resultreasonably be expected to, individually or in the aggregate, in have a Parent Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (A) all “Parent Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded and (B) the truth and correctness of those representations or warranties that address matters only as of a specific date shall be measured only as of such date);. (b) Each of Parent and Merger Sub M▇▇▇▇▇ shall have complied with and performed or complied in all material respects with all of the covenants and obligations that Parent or Merger Sub agreements it is required to comply with or to perform under the Agreement at or prior to the Closing; andClosing under this Agreement. (c) The Company shall have received a certificate signed of Parent and Merger Sub, validly executed for and on behalf of the Company P▇▇▇▇▇ and M▇▇▇▇▇ Sub and in their respective names by an a duly authorized officer of Parent to the effect thereof, certifying that the conditions set forth in clauses (aSection 6.3(a) and (bSection 6.3(b) above have been satisfied.