CONDITIONS TO THE OBLIGATIONS OF THE PARENT AND MERGER SUBSIDIARY Sample Clauses

CONDITIONS TO THE OBLIGATIONS OF THE PARENT AND MERGER SUBSIDIARY. The obligations of the Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver by Parent of the following conditions: (a) The representations and warranties of the Company set forth in (i) Section 4.4, Section 4.8(a), Section 4.19 or Section 4.21 shall be true and correct in all respects as of the date of this Agreement and as of immediately prior to the Closing Date as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all respects only as of such time), (ii) the representations and warranties of the Company set forth in Section 4.3 or Section 4.7, without giving effect to materiality or “Company Material Adverse Effect” qualifications, shall be true and correct in all material respects as of the date of this Agreement and at and as of immediately prior to the Closing Date as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct in all material respects only as of such time), except that the representations and warranties set forth in Section 4.3 shall be true and correct other than any de minimis inaccuracies and (iii) all of the remaining representations and warranties of the Company set forth in this Agreement, without giving effect to materiality or “Company Material Adverse Effect” qualifications shall be true and correct as of the date of this Agreement and at and as of immediately prior to the Closing Date as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time) except, with respect to this clause (iii), where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed in all material respects all of its covenants or obligations to be performed or complied with by it under this Agreement at or prior to the Closing Date. (c) Since the date of this Agreement until the Closing Date, there shall not have occurred any fact(s), circumstance(s), event(s), change(s), effect(s) or occurrence(s) that, individually or in the aggregate, ha...