Extract to table

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement

The bring-down standard set forth in this Section 1 is consistent with, and is intended to correspond to, the bring-down standard specified in Section [_] of the Agreement, and the certifications set forth in this Section 1 shall be interpreted in accordance with, and subject to, the terms and conditions of Section [_] of the Agreement

No Legal Proceedings (a) As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or any other governmental authority (each, a "Legal Restraint") preventing, enjoining, restraining, making illegal, or otherwise prohibiting the consummation of the Transactions contemplated by the Agreement shall be in effect as of the date hereof

the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been earlier terminated, if applicable per the Agreement

Party names, dates, section cross-references, officer names and titles, and all other deal-specific information indicated by brackets must be inserted based on the final, executed Stock Purchase Agreement and the specific facts and circumstances of the Transaction