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

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Effective Time as if made at and as of such time and Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not be pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any government or governmental authority or agency, domestic or foreign, or by any other Person, domestic or foreign, before any court or Governmental Authority, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger or (ii) seeking to restrain or prohibit Tyco's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco and its Subsidiaries, taken as a whole, or to compel Tyco or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco and its Subsidiaries, taken as a whole.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Effective Time as if made at and as of such time (except to the extent that any representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date), disregarding any qualification as to materiality therein, with such exceptions as do not, individually or in the aggregate, constitute a Material Adverse Effect on the Company at the Effective Time and (iii) Parent shall have received a certificate signed by an executive officer the Chief Executive Officer and Chief Financial Officer of the Company to the foregoing effect; (b) there shall not be have been instituted or pending any action or proceeding (or any investigation or other inquiry that might is reasonably likely to result in such action or proceeding) or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any government or governmental authority or agency, domestic domestic, foreign or foreignsupranational, or by any other Person, domestic domestic, foreign or foreignsupranational, before any court or Governmental Authoritygovernmental authority or agency, domestic, foreign or supranational, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger or Merger, (ii) seeking to restrain or prohibit TycoParent's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco Parent and its Subsidiaries, taken as a whole, or to compel Tyco Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco Parent and its Subsidiaries, taken as a whole.whole or (iii) that otherwise, in the judgment of Parent, is likely to have a Material Adverse Effect on the Company or Parent;

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement shall be true in all material respects at and as of the Effective Time as if made at and as of such time and Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not be pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any government or governmental authority or agency, domestic or foreign, or by any other Person, domestic or foreign, before any court or Governmental Authoritygovernmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger or (ii) seeking to restrain or prohibit TycoParent's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco Parent and its Subsidiaries, taken as a whole, or to compel Tyco Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco Parent and its Subsidiaries, taken as a whole. (c) The Company shall have received all of the consents referred to in Section 6.05.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: (ai) the The Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) (A) the representations and warranties of the Company contained in this Agreement the third and fourth sentences of Section 3.01 and Sections 3.04, 3.05 (other than the last sentence thereof), 3.06(b), 3.10(b)(iv), 3.14(e) and 3.21 shall be true and correct in all material respects respects, in each case, at and as of the Effective Time as if made at and as of such time (except that the accuracy of representations and warranties made as of a specific date will be determined at and as of such date) and (B) all other representations and warranties of the Company contained in this Agreement shall be true and correct (disregarding all exceptions therein for materiality and Company Material Adverse Effect) at and as of the Effective Time as if made at and as of such time (except that the accuracy of representations and warranties made as of a specific date will be determined at and as of such date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (iii) Parent shall have received a certificate signed by an executive officer on behalf of the Company to the foregoing effect;. (b) there There shall not be pending or threatened, under or pursuant to any Applicable Laws regulating competition, any claim, suit, action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any government federal or governmental authority or agency, domestic or foreign, or by any other Person, domestic or foreign, before any court or state Governmental Authority, Authority (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger or (ii) seeking to restrain prohibit or prohibit Tyco's limit in any respect, or place any conditions on, the ownership or operation (by the Company, Parent or that all or any of its their respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of the Company and its SubsidiariesCompany, taken as a whole, Parent or any of their respective Subsidiaries or to require any such Person to divest or hold separate any assets or business of the electrical and electronic component businesses Company, Parent or any of Tyco and its their respective Subsidiaries, taken as a whole, or to compel Tyco take any other action (including agreeing to any condition in respect of, or any amendment to, any License or any other concession), in each case as a result of or in connection with the transactions contemplated by this Agreement, where the foregoing, individually or in the aggregate, would reasonably be expected to have an impact (whether affecting the Company, Parent or any of their respective Subsidiaries) equivalent to a Company Material Adverse Effect or (iii) seeking to impose limitations on the ability of Parent or any of its Subsidiaries or Affiliates to dispose acquire or hold, or exercise full rights of or hold separate all ownership of, any Common Shares or any material portion shares of common stock of the business Surviving Corporation, including the right to vote the Common Shares or assets the shares of common stock of the Surviving Corporation on all matters properly presented to the stockholders of the Company and its Subsidiariesor the Surviving Corporation, taken as a wholerespectively. No Applicable Law that would reasonably be expected to result, directly or indirectly, in any of the electrical and electronic component businesses of Tyco and its Subsidiaries, taken as a wholeeffects referred to clauses (i) through (iii) above shall be in effect.

Conditions to the Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following further conditions: (ai) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true and correct in all material respects at and as of the Effective Time as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), and (iii) Parent shall have received a certificate signed by an executive officer of the Company to the foregoing effect; (b) there shall not be instituted or pending any action or proceeding by any governmental authority (whether domestic, foreign or supranational) before any court or governmental authority or agency, domestic, foreign or supranational, seeking to (i) restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any Subsidiary of Parent of all or any portion of the business of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries or to compel Parent or any Subsidiary of Parent to dispose of or hold separate all or any portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries; (ii) to impose or confirm limitations on the ability of Parent or any Subsidiary of Parent effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including, without limitation, the right to vote any investigation shares of Company Common Stock (or other inquiry that might result shares of stock of the Surviving Corporation) on any matters properly presented to stockholders; or (iii) seeking to require divestiture by Parent or any Subsidiary of Parent of any shares of Company Common Stock (or shares of stock of the Surviving Corporation), if any such matter referred in such action subclauses (i), (ii) and (iii) would, or proceedingwould reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time; (c) or there shall not be any statute, rule, regulation, injunction, order or decree proposeddecree, enacted, enforced, promulgated, entered, issued or deemed applicable to the MergerMerger and the other transactions contemplated hereby (or in the case of any statute, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agencyagency or legislative body, domestic domestic, foreign or foreignsupranational, that would, or by would reasonably be expected to, have a Material Adverse Effect on Parent at or after the Effective Time; (d) since the date of this Agreement, there shall not have occurred a Material Adverse Effect with respect to the Company, nor shall there have occurred a change or event which would reasonably be expected to have a Material Adverse Effect on the Company; (e) the consent and waiver of Foothill Capital Corporation ("Foothill") with respect to the Offer and the Merger and the termination of the Company Warrant issued to Foothill shall have been obtained (the "Foothill Consent"); (f) there shall not have been a subsequent development (including any other Person, domestic settlement or foreign, before final settlement offer from counsel for the plaintiffs) in any court action or Governmental Authority, proceeding pending on the date of this Agreement relating to the Company or any of its Subsidiaries or there shall not have been instituted any action or proceeding subsequent to the date of this Agreement that would (i) challenging have a Material Adverse Effect on the Company, or seeking (ii) make materially more costly (A) the making of the Offer, (B) the acceptance for payment of, or payment for, some or all of the shares pursuant to make illegalthe Offer, (C) the purchase of shares pursuant to delay materially the Offer, or otherwise directly or indirectly to restrain or prohibit (D) the consummation of the Merger, seeking ; or (g) the Company shall not have (i) petitioned or applied to obtain material damages any tribunal for or otherwise directly or indirectly relating consented to the transactions contemplated by the Merger or appointment of a receiver, (ii) admitted in writing its inability to pay its debts as they mature, (iii) made an assignment for the benefit of creditors, (iv) been adjudicated bankrupt or insolvent, (v) filed voluntarily or had filed against it a petition in bankruptcy or a petition or an answer seeking to restrain or prohibit Tyco's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all reorganization or any material portion arrangement with creditors or to take advantage of the business any bankruptcy, reorganization, insolvency, dissolution or assets of the Company and liquidation law or statute, or (vi) become unable to conduct its Subsidiariesbusiness, taken as a whole, or substantially as currently conducted (including the purchase of inventory and supplies and the electrical and electronic component businesses payment of Tyco and its Subsidiaries, taken as a whole, or to compel Tyco or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of the electrical and electronic component businesses of Tyco and its Subsidiaries, taken as a wholeliabilities).