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: (i) 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 Company contained in this Agreement and in any certificate or other writing required to be delivered by Company pursuant hereto shall be true (disregarding each exception therein for materiality and Material Adverse Effect) at and as of the Effective Time as if made at and as of such time except for (A) changes contemplated by this Agreement, (B) those representations and warranties, that address matters only as of a particular date (which shall remain true and current as of such date) and (C) such exceptions in each case as would not have a Material Adverse Effect on Company; (iii) no Material Adverse Effect with respect to Company has occurred and (iv) Parent shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Company to the foregoing effect; (b) Shareholders holding at least 82% of the shares of Company’s Class B Common Stock shall have consented to the Merger; and (c) Company shall have delivered a certification dated not more than 30 days prior to the Effective Time and signed by Company to the effect that Company is not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the Code.

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 required to be delivered by the Company pursuant hereto shall be true (disregarding each exception therein for all materiality and Material Adverse EffectEffect qualifications contained therein) shall be true and correct at and as of the Effective Time as if made at and as of such time except for (A) changes contemplated by this Agreement, (B) those other than representations and warranties, warranties that by their terms address matters only as of a particular date (another specified time, which shall remain be true and current correct only as of such date) and (C) time), with only such exceptions as, individually or in each case as the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company; (iii) no Material Adverse Effect with respect to the Company has occurred and (iviii) Parent shall have received a certificate signed by an executive officer of the Chief Executive Officer and Chief Financial Officer of Company to the foregoing effect;; and (b) Shareholders holding at least 82% there shall not have occurred and be continuing as of the shares of Company’s Class B Common Stock shall have consented to the Merger; and (c) Company shall have delivered a certification dated not more than 30 days prior to the Effective Time and signed by Company any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect with respect to the effect that Company is not, nor has it been within five years of the date of the certification, a “United States real property holding corporation” as defined in Section 897 of the CodeCompany.