Conditions to Obligations of Parent and Sub Sample Clauses

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction, or waiver by Parent, on or prior to the Closing Date, of the following conditions:

Conditions to Obligations of Parent and Sub. The obligation of Parent and Sub to consummate the Closing is subject to the satisfaction or waiver of the following further conditions: (i) the Company and each Stockholder shall have performed in all material respects all of its or his obligations hereunder required to be performed on or prior to the Closing Date, (ii) the representations and warranties of the Company and each Stockholder contained in this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by the Company or such Stockholder pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true at and as of the Closing Date, as if made at and as of such date with only such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect and (iii) Parent shall have received a certificate signed by (A) the President of the Company and (B) each Stockholder to the foregoing effect. (b) No court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining the effective operation by Parent of the business of the Company after the Closing Date, and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (c) Parent shall have received an opinion of Company Counsel, dated the Closing Date, to the effect specified on Exhibit F. In rendering such opinion, such counsel may rely upon certificates of public officers, as to matters governed by the laws of jurisdictions other than the State of Delaware, the Commonwealth of Massachusetts or the federal laws of the United States of America, upon opinions of counsel reasonably satisfactory to Parent, copies of which shall be contemporaneously delivered to Parent, and as to matters of fact, upon certificates of the Stockholders and officers of the Company. (d) Each Stockholder and the Company shall have executed and delivered each of the Ancillary Agreements to be entered into by them or it at the Closing, in each case substantially in the form attached as an exhibit to this Agreement. (e) Parent shall have received all other closing documents specified in Section 2.02 of this Agreement and all...

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Effective Time, of each of the following conditions:

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by Parent) of the following conditions: (a) Each of the representations and warranties of the Company set forth in Article IV that is qualified by "materiality," "Material Adverse Effect" or similar qualifier, and each of the representations and warranties contained in Section 4.4, shall be true and correct in all respects, and each of such representations and warranties that is not so qualified (other than those set forth in Section 4.4) shall be true and correct in all material respects, in each case, on the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, the accuracy of which will be determined only as of the specified date).

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction (or waiver by Parent) of the following conditions; provided, however, upon the closing of the Exchange pursuant to the terms of the Stock Exchange Agreement, the conditions set forth in clauses (a), (b), (d) and (e) of this Section 6.02 shall no longer be applicable.

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to consummate the Merger shall be further subject to the satisfaction or waiver (where permissible pursuant to applicable Law) prior to the Closing of each of the following conditions, any of which may be waived exclusively by Parent: (a) all of the representations and warranties of the Company contained in this Agreement (other than the representations and warranties of the Company set forth in Section 3.01, Section 3.02(a), Section 3.02(b), Section 3.03, Section 3.09(b), Section 3.21, Section 3.22 and Section 3.23), without regard to materiality or Company Material Adverse Effect qualifiers contained within such representations and warranties, shall be true and correct except for any failure of such representations and warranties to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) the representations and warranties of the Company set forth in Section 3.01, Section 3.03, Section 3.21, Section 3.22 and Section 3.23 shall be true and correct in all material respects; (iii) the representations and warranties of the Company set forth in Section 3.09(b) shall be true and correct in all respects; and (iv) the representations and warranties of the Company contained in Section 3.02(a) and Section 3.02(b) shall be true and correct in all respects except for any failure of such representations and warranties to be true and correct would not increase the aggregate consideration payable by Parent to the holders of Shares, Company Options and RSUs by more than a de minimus amount; in the case of each of clause (i), (ii), (iii) and (iv), as of immediately prior to the Closing as though made as of the date of this Agreement and as of such date (except to the extent expressly made as of a specific date, in which case as of such specific date, which need only be true and correct as of such date or time); (b) the Company shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing; (c) since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect; and (d) the Company shall have delivered to Parent a certificate signed on behalf of the Company by an executive officer of the Company as to the satisfaction of the conditions in Sections 6.02(a), (b) and (c).

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Share Exchange are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Effective Time of the following conditions:

Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by Parent and Sub: (a) Obligations. Company shall have performed in all material respects all obligations, taken as a whole, to be performed by it under this Agreement at or prior to the Effective Time.