Common use of CONDITIONS TO THE CONSUMMATION OF THE MERGER Clause in Contracts

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) the Company will have obtained the Shareholder Approval; and (b) no order, decree, ruling, judgment or injunction will have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction that prohibits the Merger and the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect. Section 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Company: (a) the representations and warranties of the Purchaser set forth in Article IV will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Purchaser will have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) the Purchaser will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth. Section 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser: (a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there will not have been any event or development that has or could, individually or in the aggregate, have a Material Adverse Effect with respect to the Company; (d) the Company will have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth above; and (e) no new claim, action, suit, proceeding or investigation will be pending or threatened against the Company or the Subsidiary that relates to the transactions contemplated by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the Company.

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 7.1 Conditions to the Obligations of Each Party. The respective obligations obligation of each party to consummate effect the Merger and the other transactions contemplated hereby are is subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) the Company will have obtained the Shareholder Company Stockholder Approval; and; (b) no order, decree, ruling, judgment or injunction the Parent Corporation will have obtained the Parent Corporation Stockholder Approval; (c) the Registration Statement will have been enacteddeclared effective in accordance with the provisions of the Securities Act, enteredand no stop order suspending such effectiveness will have been issued and remain in effect, promulgated or enforced by any Governmental Entity and the Parent Corporation will have received all state securities law authorizations necessary to issue the Parent Common Stock pursuant to the Merger; (d) the Parent Common Stock to be issued to the stockholders of competent jurisdiction that prohibits the Company pursuant to the Merger will have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance; (e) all applicable waiting periods under the HSR Act will have terminated or expired; (f) all other consents, authorizations, orders and approvals of or filings with any governmental commission, board or other regulatory authority (other than in its capacity as a customer of the Company or its Subsidiaries) required in connection with the consummation of the transactions contemplated by this Agreement substantially on will have been obtained or made, except where the terms contemplated herebyfailure to obtain or make such consents, authorizations, orders, approvals or filings would not, from and continue to be in effect. Section 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to after the Closing Date of each of the following conditions, any of which may be waived by the Company: (a) the representations and warranties of the Purchaser set forth in Article IV will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Purchaser will have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) the Purchaser will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth. Section 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser: (a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there will not have been any event or development that has or couldDate, individually or in the aggregate, aggregate have a Company Material Adverse Effect with respect to the Company; (d) the Company will have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth aboveEffect; and (eg) no new claim, action, suit, proceeding or investigation neither party will be pending subject to any order or threatened against injunction of a court of competent jurisdiction in the Company or United States which prohibits the Subsidiary that relates to consummation of the transactions contemplated by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the CompanyAgreement.

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate effect the Merger and the other transactions contemplated hereby are subject to the satisfaction at on or prior to the Closing Date of each Effective Time of the following conditions: : (ai) Purchaser must make, or cause to be made, the Offer and must purchase, or cause to be purchased, the Shares tendered pursuant to the Offer; (ii) the Company will have obtained Merger and the Shareholder ApprovalMerger Agreement must be approved and adopted by the requisite vote of the stockholders of the Company, if required by the DGCL or the Company's Second Amended and Restated Certificate of Incorporation; and (biii) no orderstatute, rule, regulation, judgment, writ, decree, ruling, judgment order or injunction will have has been promulgated, enacted, enteredentered or enforced, promulgated or enforced and no other action has been taken, by any Governmental Entity that in any of competent jurisdiction that prohibits the Merger and foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect. Section 6.2 Conditions to the Obligations of the CompanyMerger. The obligations of the Company Parent and Purchaser to consummate effect the Merger and the other transactions contemplated hereby are further subject to the satisfaction at on or prior to the Closing Date of each Effective Time of the following additional conditions, any of which may be waived by the Company: : (ai) the representations and warranties of the Purchaser Company set forth in Article IV will be the Merger Agreement (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) are true and correct in all material respectscorrect, except where such inaccuracies (considered collectively) would not be reasonably likely to have a Material Adverse Effect, in each case as of if such representations and warranties were made at the Effective Time (except to the extent expressly made as of an earlier date, in which case, case as of such date); ; (bii) the Purchaser will have Company has performed or complied with in all material respects all obligations and complied in all material respects with all agreements and covenants and obligations required of the Company to be performed or complied with by it under this the Merger Agreement at or prior to the Effective Time; and and (ciii) all governmental consents, orders and approvals required for the Purchaser will have delivered to the Company a certificate, dated as consummation of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth. Section 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser: (a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there will not have been any event or development that has or could, individually or obtained and are in the aggregate, have a Material Adverse Effect with respect to the Company; (d) the Company will have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth above; and (e) no new claim, action, suit, proceeding or investigation will be pending or threatened against the Company or the Subsidiary that relates to the transactions contemplated by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the Companyeffect.

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 Conditions to the Obligations of Each PartyParty . The respective obligations obligation of each party to consummate the Merger and the other transactions contemplated hereby are is subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the written agreement of the parties: (a) the Company will shall have obtained the Shareholder Company Stockholders Approval; and; (b) no order, decree, ruling, judgment or injunction will have been enacted, entered, promulgated or enforced by any Governmental Entity Authority of competent jurisdiction that prohibits making illegal or otherwise prohibiting the Merger and the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect; and (c) all applicable waiting periods under the HSR Act will have expired or been terminated. Section 6.2 Conditions to the Obligations Obligation of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby hereby, are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived waived, in writing, exclusively by the Company: (a) the representations and warranties of the Purchaser set forth in Article IV will Parent and the Merger Subsidiary contained herein (which for purposes of this subparagraph shall be read as though none of them contained any Parent Material Adverse Effect or materiality qualification) shall be true and correct in all material respects, in each case respects as of the Effective Time (except to Closing Date with the extent expressly same effect as though made as of an earlier datethe Closing Date (provided that, in which case, any representations and warranties made as of a specified date shall be required only to continue on the Closing Date to be true and correct as of such specified date), except for any failure of such representations and warranties to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect; (b) each of the Purchaser will Parent and the Merger Subsidiary shall have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) the Purchaser will Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officerofficer of the Parent, certifying the satisfaction of the conditions set forthforth in subsections (a) and (b) above. Section 6.3 Conditions to the Obligations Obligation of the PurchaserParent and the Merger Subsidiary. The obligations of the Purchaser Parent and the Merger Subsidiary to consummate the Merger and the other transactions contemplated hereby hereby, are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived waived, in writing, exclusively by the PurchaserParent: (a) the representations and warranties of the Company set forth in Article III will contained herein (which for purposes of this subparagraph shall be read as though none of them contained any Company Material Adverse Effect or materiality qualification) shall be true and correct in all material respects, in each case respects as of the Effective Time (except to Closing Date with the extent expressly same effect as though made as of an earlier datethe Closing Date (provided that, in which case, any representations and warranties made as of a specified date shall be required only to continue on the Closing Date to be true and correct as of such specified date), except for any failure of such representations and warranties to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (b) the Company will shall have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from since the date of this Agreement to the Effective TimeDate, there will not shall have been any event or development that has or could, individually or in the aggregate, have a no Company Material Adverse Effect with respect to the CompanyEffect; (d) the Company will shall have delivered to the Purchaser Parent a certificate, dated as of the Closing Date and signed by an executive officerofficer of the Company, certifying the satisfaction of the conditions set forth in subsections (a) through (c) above; (e) the Company or its Subsidiaries shall have received the proceeds of the sale leaseback transaction with Drawbridge immediately prior to the Effective Time, and the Parent and the Merger Subsidiary shall have received the other proceeds of the Financing, in each case on terms that are no less favorable in substance to the Parent, the Merger Subsidiary or the Surviving Corporation thereunder than those set forth in the Commitment Letters or the Financing Agreements, as the case may be; and (ef) no new claim, action, suit, proceeding or investigation will be pending or threatened against the Company shall have delivered an affidavit meeting the requirements of Code Section 1445(b)(3) and the regulations promulgated thereunder, certifying that either: (i) the Company is not and has not been a United States real property holding corporation (within the meaning of Code Section 897(c)(2)) during the period described in Code Section 897(c)(1)(A)(ii); or (ii) as of the Subsidiary that relates to Effective Time, interests in the transactions contemplated Company are not United States real property interests by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the Companyreason of Code Section 897(c)(1)(B).

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 7.1 Conditions to the Obligations of Each Party. The respective obligations obligation of each party to consummate effect the Merger and the other transactions contemplated hereby are is subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) the Company will have obtained the Shareholder Company Stockholder Approval; and; (b) no order, decree, ruling, judgment or injunction the Parent Corporation will have obtained the Parent Corporation Stockholder Approval; (c) the Registration Statement will have been enacteddeclared effective in accordance with the provisions of the Securities Act, enteredand no stop order suspending such -41- 48 effectiveness will have been issued and remain in effect, promulgated or enforced by any Governmental Entity and the Parent Corporation will have received all state securities law authorizations necessary to issue the Parent Common Stock pursuant to the Merger; (d) the Parent Common Stock to be issued to the stockholders of competent jurisdiction that prohibits the Company pursuant to the Merger will have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance; (e) all applicable waiting periods under the HSR Act will have terminated or expired; (f) all other consents, authorizations, orders and approvals of or filings with any governmental commission, board or other regulatory authority (other than in its capacity as a customer of the Company or its Subsidiaries) required in connection with the consummation of the transactions contemplated by this Agreement substantially on will have been obtained or made, except where the terms contemplated herebyfailure to obtain or make such consents, authorizations, orders, approvals or filings would not, from and continue to be in effect. Section 6.2 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to after the Closing Date of each of the following conditions, any of which may be waived by the Company: (a) the representations and warranties of the Purchaser set forth in Article IV will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Purchaser will have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) the Purchaser will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth. Section 6.3 Conditions to the Obligations of the Purchaser. The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser: (a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there will not have been any event or development that has or couldDate, individually or in the aggregate, aggregate have a Company Material Adverse Effect with respect to the Company; (d) the Company will have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth aboveEffect; and (eg) no new claim, action, suit, proceeding or investigation neither party will be pending subject to any order or threatened against injunction of a court of competent jurisdiction in the Company or United States which prohibits the Subsidiary that relates to consummation of the transactions contemplated by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the CompanyAgreement.

CONDITIONS TO THE CONSUMMATION OF THE MERGER. Section 6.1 Conditions to the Obligations of Each Party. Party The respective obligations of each party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions: (a) the Company will have obtained the Shareholder Stockholder Approval; and (b) no order, decree, ruling, judgment or injunction will have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction that prohibits the Merger and the consummation of the transactions contemplated by this Agreement substantially on the terms contemplated hereby, and continue to be in effect. Section 6.2 Conditions to the Obligations of the Company. Company The obligations of the Company to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Company: (a) the representations and warranties of the Purchaser set forth in Article IV will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Purchaser will have performed or complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; and (c) the Purchaser will have delivered to the Company a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth. Section 6.3 Conditions to the Obligations of the Purchaser. Purchaser The obligations of the Purchaser to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived by the Purchaser: (a) the representations and warranties of the Company set forth in Article III will be true and correct in all material respects, in each case as of the Effective Time (except to the extent expressly made as of an earlier date, in which case, as of such date); (b) the Company will have performed or complied with in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Effective Time; (c) from the date of this Agreement to the Effective Time, there will not have been any event or development that has or could, individually or in the aggregate, have a Material Adverse Effect with respect to the Company; (d) the Company will have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by an executive officer, certifying the satisfaction of the conditions set forth above; and (e) no new claim, action, suit, proceeding or investigation will be pending or threatened against the Company or the Subsidiary that relates to the transactions contemplated by this Agreement or that otherwise may reasonably be expected to have a Material Adverse Effect with respect to the Company. (f) all options or stock appreciation rights previously granted by the Company will have been cancelled pursuant to written agreements between the Company and the holders thereof.