Common use of Additional Conditions Precedent to the Obligations of the Corporation Clause in Contracts

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this Agreement): (a) all covenants of ADSX under this Agreement to be performed on or before the Effective Date shall have been duly performed by ADSX in all material respects and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX by two senior executive officers of the Corporation, confirming the same as at the Effective Date; (b) all representations and warranties of ADSX under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX by two senior executive officers of ADSX, confirming the same as at the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities; (e) the Regulatory Approvals shall have been obtained in accordance with Article IV and shall be in full force and effect and shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunder.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation to complete the transactions contemplated by this Agreement Agreement, and in particular the Arrangement, shall also be subject to the following conditions precedent (fulfillment, on or before the Effective Date or such other time specified herein, of each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this Agreement):following conditions: (a) 6.3.1 all covenants of ADSX Comamtech and MergerCo under this Agreement to be performed or complied with on or before the Effective Date shall have been duly performed or complied with by ADSX Comamtech and MergerCo in all material respects respects, and the Corporation shall have received a certificate of ADSX Comamtech, addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX Comamtech by two of its senior executive officers of the Corporation(on Comamtech’s behalf and without personal liability), confirming the same as at of the Effective DateDate after having made reasonable inquiry; (b) all 6.3.2 the representations and warranties of ADSX under Comamtech set forth in this Agreement shall be true and correct in all material respects as of the Effective Date Date, as if though made on and as of such date the Effective Date (except to the extent such for representations and warranties speak made as of an earlier a specified date, in the accuracy of which event shall be determined as of that specified date); provided, however, that any such representations representation and warranties warranty that is qualified by a reference to materiality or Comamtech Material Adverse Effect shall be true and correct in all material respects as of such earlier the Effective Date, as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, or except the accuracy of which shall be determined as affected by transactions contemplated or permitted by this Agreement) of that specified date), and the Corporation shall have received a certificate of ADSX Comamtech, addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX Comamtech by two senior the chief executive officers of ADSXComamtech (on Comamtech’s behalf and without personal liability), confirming the same as at the Effective DateDate after having made reasonable inquiry; (c) 6.3.3 the Corporation shall not have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made and at the date it was made; 6.3.4 neither Comamtech nor any member of the Consolidated Group shall have entered into or announced its intention to enter into any Post-Arrangement Transaction Proposal that could reasonably be expected to impair or delay in any manner whatsoever the completion of the Arrangement and any of the transactions contemplated thereby or otherwise affect the Arrangement or any of the transactions contemplated thereby; 6.3.5 neither Comamtech nor any member of the Consolidated Group shall have completed a Post-Arrangement Transaction Proposal, other than the Xxxxxx Transaction, prior to the completion of the Arrangement and all transactions contemplated thereby; 6.3.6 between the date hereof and the Effective DateTime, there shall not have occurredoccurred a Comamtech Material Adverse Effect; 6.3.7 Comamtech shall have received resignations and mutual releases, in the judgment form settled between the Corporation and Comamtech, from the directors and executive officers of the Board members of Directors Comamtech; 6.3.8 the Plan of Arrangement shall not have been modified or amended in a manner adverse to the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) 6.3.9 the Boards representations and warranties of Directors of ADSX shall have adopted all necessary resolutions, Comamtech and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities; (e) the Regulatory Approvals shall have been obtained MergerCo set forth in accordance with Article IV and this Agreement shall be true and correct in full force and effect and shall not be the subject all material respects as of any stop-order or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSXas though made on and as of the Effective Date (except for representations and warranties made as of a specified date, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX accuracy of which shall be entitled determined as of that specified date); provided, however, that any such representation and warranty that is qualified by a reference to rely materiality or Comamtech Material Adverse Effect shall be true and correct in all respects as of the Effective Date, as though made on and as of the Effective Date (except for representations and warranties made as of a certificate specified date, the accuracy of an officer which shall be determined as of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) that specified date), and the Corporation shall have received a written memorandum from its United States legal counsel certificate of Comamtech, addressed to the Corporation and dated the Effective Date Date, signed on behalf of Comamtech by two of its senior executive officers (on Comamtech’s behalf and in form and substance satisfactory to without personal liability), confirming the Corporation, acting reasonably, that ADSX Common Shares issuable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates same as of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunderEffective Date after having made reasonable inquiry.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations obligation of the Corporation to complete the transactions contemplated by this Agreement Arrangement shall also be subject to the following conditions precedent (satisfaction or waiver by the Corporation on or before the Effective Date of each of the following conditions, which is are for the exclusive benefit of the Corporation and which may only be waived waived, in whole or in part, by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this Agreement):Corporation: (a) all covenants of ADSX each Purchaser Party under this Agreement to be performed on or before the Effective Date shall have been duly performed by ADSX each applicable Purchaser Party in all material respects respects, and each Purchaser Party shall have provided the Corporation shall have received with a certificate of ADSX certificate, addressed to the Corporation and dated as of the Effective Date, signed on behalf of ADSX each Purchaser Party by two senior executive of its officers or directors certifying such performance as of the Corporation, confirming the same as at the Effective Date;; and (b) all the representations and warranties of ADSX under each Purchaser Party set forth in this Agreement that are qualified as to materiality shall be true and correct in all respects and all other representations and warranties of each Purchaser Party set forth in this Agreement shall be true and correct in all material respects respects, in each case as of the Effective Date Time, with the same force and effect as if made on and as of such date the Effective Date (except (A) to the extent such representations and warranties speak as of an earlier date, in the accuracy of which event such representations and warranties shall be true and correct in all material respects determined as of such earlier date, or except (B) as affected by transactions contemplated or permitted by this Agreement) ), and each Purchaser Party shall have provided the Corporation shall have received with a certificate of ADSX certificate, addressed to the Corporation and dated as of the Effective Date, signed on behalf of ADSX each Purchaser by two senior executive of its officers or directors certifying such accuracy as of ADSX, confirming the same as at the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities; (e) the Regulatory Approvals shall have been obtained in accordance with Article IV and shall be in full force and effect and shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunder.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation hereunder, including the obligation to complete the transactions contemplated by this Agreement Arrangement, shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation and anyone or more of which, if not satisfied or waived, will relieve permit the Corporation of any obligation under to terminate this AgreementAgreement in accordance with Article 7): (a) each of the representations and warranties of Acquireco contained in sections 0 and 0 shall be true and correct as of the Effective Date as though made on and as of the such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date (in which case, such representations and warranties shall be true and correct as of such date)). (b) each of the representations and warranties of Acquireco in this Agreement (other than those set forth in clause 00 above), shall be true and correct as of the date of this Agreement without regard to any materiality qualifications contained inthem as of the Effective Date as though made on such date (except to the extent such representations and warranties are by their express terms made as of the date of this Agreement or another specific date (in which case, such representations and warranties shall be true and correct as of such date)), other than any failure of the representations and warranties of Acquireco to not be true and correct as which could not reasonably be expected, individually or in the aggregate, to materially impair Acquireco’s ability to complete, or cause to be completed, the Arrangement; (c) the Corporation shall have received a certificate of Acquireco addressed to the Corporation and dated the Effective Date, signed on behalf of Acquireco by two senior executive officers thereof without personal liability, confirming the matters in (i) and (ii) above as of the Effective Date; (d) all covenants of ADSX under Acquireco contained in this Agreement to be performed on or before the Effective Date shall have been duly performed by ADSX Acquireco in all material respects and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Daterespects, signed on behalf of ADSX by two senior executive officers of the Corporation, confirming the same as at the Effective Date; (b) all representations and warranties of ADSX under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier datefailure to so comply would not materially impair Acquireco’s ability to complete the Arrangement; and (e) Acquireco shall, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and the Corporation shall have received a certificate of ADSX addressed subject to the Corporation obtaining the Final Order and dated the satisfaction or waiver of the other conditions precedent contained in this Agreement in its favour, on the Effective Date, signed on behalf of ADSX by two senior executive officers of ADSX, confirming have deposited the same as at the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities; (e) the Regulatory Approvals shall have been obtained in accordance with Article IV and shall be in full force and effect and shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable aggregate Cash Amount payable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates of Shareholders exercising Dissent Rights) with the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunderDepositary.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (precedent, each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this Agreement):Corporation: (a) all covenants of ADSX the Purchaser and Newco under this Agreement to be performed on or before the Effective Date Time shall have been duly performed by ADSX the Purchaser or Newco, as applicable, in all material respects respects, and the Corporation shall have received a certificate certificates of ADSX the Purchaser and Newco, addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX the Purchaser and Newco by two senior executive officers of each of the CorporationPurchaser and Newco (on such Party’s behalf and without personal liability), confirming the same as at of the Effective DateTime; (b) all the representations and warranties of ADSX under the Purchaser and Newco set forth in this Agreement shall be true and correct in all respects as of the date hereof, and shall be true and correct in all material respects as of the Effective Date Time, as if though made on and as of such date the Effective Time (except to the extent such for representations and warranties speak made as of an earlier a specified date, in the accuracy of which event such representations and warranties shall be true and correct in all material respects determined as of such earlier that specified date), or except as affected by transactions contemplated or permitted by this Agreement) and the Corporation shall have received a certificate certificates of ADSX the Purchaser and Newco, addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX the Purchaser and Newco by two senior executive officers of ADSXeach of the Purchaser and Newco (on such Party’s behalf and without Personal liability), confirming the same above as at of the Effective Date;Time; and (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX Newco shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities; (e) the Regulatory Approvals shall have been obtained in accordance with Article IV and shall be in full force and effect and shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation complied with its obligations under Section 2.6 and the Depositary shall have confirmed receipt of sufficient funds in escrow to complete all of the transactions contemplated by this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunderAgreement.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation which, if not satisfied or waived, will relieve the Corporation of any obligation under this AgreementCorporation): (a) all covenants the representations and warranties of ADSX under this Agreement to Wedge shall be performed on or before the Effective Date shall have been duly performed by ADSX true and correct in all material respects (it being understood that the reference to a materiality threshold in any of the representations shall not be interpreted as requiring a higher standard by imposing a double materiality threshold) (i) as of the date hereof (other than the representations and warranties contained in Paragraphs 3.1(a), 3.1(b), 3.1(c) and 3.1(f) and the representations qualified by reference to materiality, which shall be true and correct in all respects) and (ii) as of the Effective Time as if made at the Effective Time (except for those expressly stated to speak at or as of a specified date, the accuracy of which shall be determined as of such date), and the Corporation shall have received a certificate of ADSX the Corporation addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX Wedge (on Wedge’s behalf and without personal liability) by two a senior executive officers officer of the Corporation, Wedge confirming the same as at of the Effective Date; (b) all representations Wedge and warranties its Subsidiary shall not be in material breach of ADSX any applicable Laws; (c) no Wedge Material Adverse Effect shall have occurred since the date hereof; (d) Wedge shall have complied with its covenants and obligations under this Agreement shall be true and correct in all material respects as the Plan of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) Arrangement and the Corporation shall have received a certificate of ADSX Wedge addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX Wedge by two a senior executive officers officer of ADSXWedge (on Wedge’s behalf and without personal liability), confirming the same as at of the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities;; and (e) the Regulatory Approvals time period as specified in the Interim Order for the exercise of Dissent Rights in respect of the Continuance and Arrangement shall have been obtained in accordance with Article IV expired, and shall be in full force and effect and Wedge Shareholders shall not be the subject of any stop-order or proceedings seeking a stop-order or any revocation proceedings; have exercised (fand not abandoned) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each of the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the holders of the Common Shares; (g) the Corporation shall have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, such Dissent Rights with respect to those matters set out in section 3.2(c) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less greater than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates of ADSX or former affiliates 5% of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunderWedge Shares then outstanding.

Additional Conditions Precedent to the Obligations of the Corporation. The obligations of the Corporation hereunder, including the obligation to complete the transactions contemplated by this Agreement Arrangement, shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Corporation and may be waived by the Corporation and anyone or more of which, if not satisfied or waived, will relieve permit the Corporation of any obligation under to terminate this AgreementAgreement in accordance with Article 7): (a) each of the representations and warranties of Acquireco contained in sections 3.2(b)(i) and 3.2(b)(ii) shall be true and correct as of the Effective Date as though made on and as of the such date (except to the extent such representations and warranties are by their express terms made as of January 10, 2007 or another specific date (in which case, such representations and warranties shall be true and correct as of such date)); (b) each of the representations and warranties of Acquireco in this Agreement (other than those set forth in clause 6.3(a) above), shall be true and correct as of January 10, 2007 without regard to any materiality qualifications contained in them as of the Effective Date as though made on such date (except to the extent such representations and warranties are by their express terms made as of January 10, 2007 or another specific date (in which case, such representations and warranties shall be true and correct as of such date)), other than any failure of the representations and warranties of Acquireco to not be true and correct as which could not reasonably be expected, individually or in the aggregate, to materially impair Acquireco’s ability to complete, or cause to be completed, the Arrangement; (c) the Corporation shall have received a certificate of Acquireco addressed to the Corporation and dated the Effective Date, signed on behalf of Acquireco by two senior executive officers thereof without personal liability, confirming the matters in (i) and (ii) above as of the Effective Date; (d) all covenants of ADSX under Acquireco contained in this Agreement to be performed on or before the Effective Date shall have been duly performed by ADSX Acquireco in all material respects and the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Daterespects, signed on behalf of ADSX by two senior executive officers of the Corporation, confirming the same as at the Effective Date; (b) all representations and warranties of ADSX under this Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct in all material respects as of such earlier date, or except as affected by transactions contemplated or permitted by this Agreement) and failure to so comply would not materially impair Acquireco’s ability to complete the Corporation shall have received a certificate of ADSX addressed to the Corporation and dated the Effective Date, signed on behalf of ADSX by two senior executive officers of ADSX, confirming the same as at the Effective Date; (c) between the date hereof and the Effective Date, there shall not have occurred, in the judgment of the Board of Directors of the Corporation, acting reasonably, a Material Adverse Change to ADSX; (d) the Boards of Directors of ADSX shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by ADSX to permit the consummation of the Arrangement and the issue of the ADSX Common Shares pursuant to the Arrangement and the exercise from time to time of the Replacement Securities;Arrangement; and (e) Acquireco shall, subject to obtaining the Regulatory Approvals shall have been obtained in accordance with Article IV Final Order and shall be in full force and effect and shall not be the subject of any stop-order satisfaction or proceedings seeking a stop-order or any revocation proceedings; (f) the Corporation or its Board of Directors shall have received an opinion from a Person independent from the Corporation that each waiver of the Exchange Ratio and other conditions precedent contained in this Agreement in its favour, at or before the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point time of view to the holders issuance of the Common Shares; certificate of arrangement issued by the Director, deposit with the Depositary sufficient cash to pay the amounts payable to Shareholders (g) the Corporation shall other than Shareholders exercising Dissent Rights and who have received an opinion dated the Effective Date, from counsel to ADSX, in form and substance satisfactory to the Corporation, acting reasonably, with respect to those matters set out in section 3.2(cnot withdrawn their notice of objection) and with respect to such other matters as the Corporation may request, acting reasonably and in giving such opinion counsel to ADSX shall be entitled to rely on a certificate of an officer of ADSX as to factual matters; (h) the ADSX Average Trading Volume is not less than 300,000; and (i) the Corporation shall have received a written memorandum from its United States legal counsel dated the Effective Date and in form and substance satisfactory to the Corporation, acting reasonably, that ADSX Common Shares issuable Qualifying Holdco Shareholders pursuant to the Arrangement (not including ADSX Common Shares issuable pursuant to Replacement Securities or Two Tranche Replacement Options that are not Qualified Options) will not be subject to resale restrictions pursuant to U.S. federal securities laws other than resale restrictions applicable to affiliates Plan of ADSX or former affiliates of the Corporation. The Corporation may not rely on the failure to satisfy any of the above conditions precedent as a basis for noncompliance by the Corporation with its obligations under this Agreement if the condition precedent would have been satisfied but for a material default by the Corporation in complying with its obligations hereunderArrangement.