Beckman Coulter (BEC)

SECTION 6. CONDITIONS TO EACH PARTY’S OBLIGATION TO EFFECT THE MERGER

The obligation of each party to effect the Merger shall be subject to the satisfaction or waiver of the following conditions prior to the Effective Time:

6.1 Stockholder Approval. If adoption of this Agreement by the holders of Company Shares is required by applicable Legal Requirements, the Merger Agreement shall have been adopted by the requisite vote of such holders.

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6.2 No Injunctions; Laws. No order or injunction shall have been issued by a court of competent jurisdiction and shall be continuing that prohibits the consummation of the Merger, and no Legal Prohibition shall have been enacted since the date of this Agreement and shall remain in effect.

6.3 Government Consents. Any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, any antitrust or competition Legal Requirements of any other applicable jurisdiction shall have expired or been terminated and all other foreign antitrust and competition approvals required to consummate the Merger shall have been obtained (in the case of foreign Legal Requirements or approvals, only if such Legal Requirements or approvals: (a) would have suspensory effect, (b) if not obtained would reasonably be expected to result in material limitations on the ownership or operation by Parent of the assets of Parent, its Subsidiaries or the Surviving Corporation or (c) if not obtained, would subject Parent or Purchaser to the payment of a material fine or penalty.

6.4 Offers Purchased. Purchaser shall have purchased the Company Shares pursuant to the Offer (provided that this shall not be a condition to Parent’s and Purchaser’s obligations if Purchaser shall have failed to purchase or exchange such Company Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Purchaser of all of the conditions to the Offer set forth in Annex I attached).