Common use of CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇ Clause in Contracts

CONDITIONS TO THE OBLIGATIONS OF ▇▇▇▇▇▇▇. The obligations of ▇▇▇▇▇▇▇ to consummate the ▇▇▇▇▇▇▇ Mergers are subject to the satisfaction of the following further conditions: (a) Cardiac 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; (b) the representations and warranties of Cardiac contained in this Agreement (without giving effect to any materiality, Material Adverse Effect or similar qualifications included therein) shall have been true and correct when made and at and as of the Effective Time as if made at and as of such time (except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case it shall be true and correct as of such date), except for such inaccuracies as would not be reasonably likely, individually or in the aggregate, to have a Cardiac Material Adverse Effect; (c) ▇▇▇▇▇▇▇ shall have received certificates signed by the Chief Executive Officer or Chief Financial Officer of Cardiac to the foregoing effect; (d) between the date hereof and the Closing, there shall have occurred no event or circumstance having a Cardiac Material Adverse Effect; and (e) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ Coie LLP, counsel to ▇▇▇▇▇▇▇, to the effect that, for federal income tax purposes, the ▇▇▇▇▇▇▇ Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code or as part of an exchange under Section 351 of the Code (it being agreed that the parties shall each provide reasonable cooperation including making reasonable representations to ▇▇▇▇▇▇▇ Coie LLP to enable it to render such opinion).