Common use of CONDITIONS TO CONSUMMATION OF THE Clause in Contracts

CONDITIONS TO CONSUMMATION OF THE. MERGER 47 6.1 Conditions to Obligations of Each Party Under This Agreement 47 6.2 Conditions to Obligations of the Company Under This Agreement 48 6.3 Conditions to Obligations of the Parent and Merger Sub Under This Agreement 48 6.4 Frustration of Closing Conditions 49 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 49 7.1 Termination 49 7.2 Effect of Termination 51 7.3 Amendment 54 7.4 Waiver 54 ARTICLE 8 GENERAL PROVISIONS 54 8.1 Non-Survival of Representations and Warranties 54 8.2 Fees and Expenses 54 8.3 Notices 55 8.4 Certain Definitions 56 8.5 Terms Defined Elsewhere 65 8.6 Headings 68 8.7 Severability 68 8.8 Entire Agreement 68 8.9 Assignment 69 8.10 No Third Party Beneficiaries 69 8.11 Mutual Drafting; Interpretation 69 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 70 8.13 Counterparts 71 8.14 Specific Performance 71 Exhibit A Form of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of the Surviving Corporation AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2015 (this “Agreement”), is made by and among EXPEDIA, INC., a Delaware corporation (the “Parent”), XETA, INC., a Delaware corporation and an indirect wholly owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDE, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

CONDITIONS TO CONSUMMATION OF THE. MERGER 47 35 6.1 Conditions to Obligations of Each Party Under This Agreement 47 to Consummate the Merger 35 6.2 Additional Conditions to Obligations of Parent and Merger Sub 35 6.3 Additional Conditions to Obligations of the Company Under This Agreement 48 6.3 Conditions to Obligations of the Parent and Merger Sub Under This Agreement 48 6.4 Frustration of Closing Conditions 49 36 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 49 36 7.1 Termination 49 36 7.2 Effect of Termination 51 37 7.3 Amendment 54 38 7.4 Waiver 54 38 ARTICLE 8 GENERAL PROVISIONS 54 39 8.1 Non-Survival of Representations Representations, Warranties, Covenants and Warranties 54 Agreements 39 8.2 Fees and Expenses 54 39 8.3 Notices 55 39 8.4 Certain Definitions 56 40 8.5 Terms Defined Elsewhere 65 44 8.6 Headings 68 46 8.7 Severability 68 46 8.8 Entire Agreement 68 46 8.9 Assignment 69 46 8.10 No Third Party Beneficiaries 69 Parties in Interest 47 8.11 Mutual Drafting; Interpretation 69 47 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 70 47 8.13 Counterparts 71 48 8.14 Specific Performance 71 Exhibit A Form 48 8.15 Obligations of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of Parent and the Surviving Corporation Company 48 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of February 12December 31, 2015 2012 (this “Agreement”), is made by and among EXPEDIAAvis Budget Group, INC.Inc., a Delaware corporation (the “Parent”), XETAMillennium Acquisition Sub, INC.Inc., a Delaware corporation and an indirect a wholly owned subsidiary Subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDEZipcar, INC.Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

CONDITIONS TO CONSUMMATION OF THE. MERGER 47 59 6.1 Conditions to Obligations of Each Party Under This Agreement 47 6.2 Conditions to Obligations of the Company Under This Agreement 48 6.3 Conditions to Obligations of the Parent and Merger Sub Under This Agreement 48 6.4 Frustration of Closing Conditions 49 59 ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 49 59 7.1 Termination 49 59 7.2 Effect of Termination 51 60 7.3 Termination Fee 61 7.4 Amendment 54 7.4 62 7.5 Waiver 54 62 ARTICLE 8 GENERAL PROVISIONS 54 62 8.1 Non-Survival of Representations and Warranties 54 62 8.2 Fees and Expenses 54 62 8.3 Notices 55 62 8.4 Certain Definitions 56 63 8.5 Terms Defined Elsewhere 65 70 8.6 Headings 68 74 8.7 Severability 68 74 8.8 Entire Agreement 68 74 8.9 Assignment 69 74 8.10 No Third Party Beneficiaries 69 75 8.11 Mutual Drafting; Interpretation 69 75 8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 70 75 8.13 Counterparts 71 76 8.14 Specific Performance 71 76 Annex I Conditions to the Offer Exhibit A Form of Certificate of Incorporation of Surviving Corporation Exhibit B Form of Bylaws of the Surviving Corporation AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of February 12January 10, 2015 2017 (this “Agreement”), is made by and among EXPEDIA, INC.INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the “Parent”), XETAINTEGRA DERMA, INC., a Delaware corporation and an indirect wholly indirect, wholly-owned subsidiary of the Parent (the “Merger Sub”), and ORBITZ WORLDWIDEDERMA SCIENCES, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.