Common use of Additional Conditions to the Obligations of the Buyer Clause in Contracts

Additional Conditions to the Obligations of the Buyer. The Buyer is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Buyer and may only be waived, in whole or in part, by the Buyer in its sole discretion: (a) the representations and warranties made by the Company in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing and dated the Effective Date; (b) the Company shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing dated the Effective Date; (c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to: (i) cease trade, enjoin or prohibit or impose any limitations, damages or conditions on, the Buyer’s ability to acquire, hold or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by the Buyer of the business or assets of the Buyer, the Company and their respective Subsidiaries, affiliates and related entities; or

Additional Conditions to the Obligations of the Buyer. The Buyer is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Buyer and may only be waived, in whole or in part, by the Buyer in its sole discretion: (a) the representations and warranties made by the Company in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to “material”, “Company Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing and dated the Effective Date; (b) the Company shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Company shall have provided to the Buyer a certificate of two senior officers of the Company certifying the foregoing dated the Effective Date; (c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to: (i) cease trade, enjoin or prohibit or impose any limitations, damages or conditions on, on the Buyer’s ability to acquire, hold or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares; (ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by the Buyer of the business or assets of the Buyer, the Company and their respective Subsidiaries, affiliates and related entities; (iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or (iv) prevent or materially delay the consummation of the Arrangement; (d) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Company Material Adverse Effect; (e) the Company and its Subsidiaries shall have received resignations and mutual releases from each director and officer of Company and its Subsidiaries, effective as of the Effective Date, against receipt by such Persons of commercially reasonable releases from the Company and its Subsidiaries and, in both cases, acceptable to the Buyer, acting reasonably, and other than as disclosed in Section 3.01(gg) of the Company Disclosure Letter, no change of control or similar payments to directors or officers shall become owing by the Company or the Buyer as a result of the completion of the Arrangement; (f) the Buyer and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms; (g) the Buyer and the Supporting Shareholders shall have entered into the Support and Voting Agreements, which shall not have been terminated in accordance with their respective terms; (h) the Company Debenture Agreements shall be valid, in force and binding on all parties and in full force and effect at the Effective Time. The Company Debenture Agreements shall not have been terminated. The holders of Company Debentures shall not have exercised any recourse or remedies available under the Company Debentures; and (i) holders of no more than 5% of all of the issued and outstanding Company Shares shall have validly exercised Dissent Rights (and shall not have withdrawn such rights) in respect of the Arrangement.