Common use of Conditions to the Obligations of the Parties Hereunder Clause in Contracts

Conditions to the Obligations of the Parties Hereunder. The obligations of Holdings, the Company and the Rollover Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver by Holdings and/or the Company, as applicable, of all of the conditions to the consummation of the Merger as set forth in the Merger Agreement. Upon the satisfaction or waiver of such conditions, the closing of the transactions contemplated hereby (the “Rollover Closing”) will occur immediately prior to (but subject to the consummation of) the Effective Time.