Common use of CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS Clause in Contracts

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation obligations of the Purchaser Purchasers hereunder are subject to consummate the transactions described in this Agreement shall be subject performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions on or prior to the Closing: precedent: (ia) the The representations and warranties of made by the Company contained in this Agreement shall have been true and correct when made and shall shall, unless waived by the Purchasers, be true and correct in all material respects on as of the date of hereof and at the Closing Date, with the same force and effect as if they were had been made on such date; (ii) and as of the Closing Date. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and agreements conditions required by this Agreement to be performed performed, satisfied or complied with by the Company on at or prior to the Closing; Closing Date. (b) The Company and the Purchasers shall have entered into the Master Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), in substantially the form annexed hereto as EXHIBIT D. (c) The Company will provide to the Purchasers an opinion or opinions of counsel in substantially the form annexed hereto as EXHIBIT E. (d) The Company shall have filed the Certificate of Designation with the Secretary of the State of Delaware. (e) None of the following shall have occurred: (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the NASDAQ, (ii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, (iii) a commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States, (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof, or (v) any limitation by the federal or state authorities on the extension of credit by lending institutions that materially and adversely affects the Purchasers. (f) The Company shall have executed and delivered to the Purchaser a certificate, dated Escrow Agent the date of Closing certificates representing the Preferred Shares and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses Warrants. (ig) and (ii); (iv) no No action, suit, investigation or proceeding before or by any governmental authority shall have been instituted before commenced or threatened against the Company or any courtof the officers, administrative body directors or governmental agency (a "Governmental Entity") affiliates of the Company, which seeks ------------------- to restrain the consummation ofrestrain, prohibit prevent or declare illegal, or obtain a material amount of damages arising from challenge the transactions contemplated by this Agreement and which is likely, in or the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Registration Rights Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) which seeks damages in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------transactions.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation obligations of the Purchaser Purchasers hereunder are subject to consummate the transactions described in this Agreement shall be subject performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions on or prior to the Closing: precedent: (ia) the The representations and warranties of made by the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on as of the date of hereof and at the Closing Date, with the same force and effect as if they were had been made on such date; (ii) and as of the Company shall have performed Closing Date, and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser Purchasers a certificate, dated the Closing Date, to that effect. (b) After the date of hereof until the Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses Date there shall not have occurred: (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegalchange, or obtain any development involving a material amount prospective change, in either (a) the condition, financial or otherwise, or in the earnings, business operations or prospects or in or affecting the properties of damages arising from the transactions contemplated by this Agreement and which is likelyCompany or (b) the financial or market conditions or circumstances in the United States, in either case which, in the Purchaser's Purchasers' reasonable judgment, is material and adverse and makes it impractical or inadvisable to be successful proceed with the offering, sale, or delivery of the Shares; (ii) an imposition of a new legal or regulatory restriction not in effect on the meritsdate hereof, or any change in the interpretation of existing legal or regulatory restrictions, that materially and no temporary restraining order adversely affects the offering, sale, or injunction shall have been issued delivery of the Shares; or (iii) a suspension, or material limitation of, trading (a) generally on or by any Governmental Entity restraining Nasdaq or prohibiting, and no other Legal Requirement (as hereinafter definedb) shall have come into effect making illegal, the performance of this Agreement or the consummation of any securities of the transactions contemplated hereby; Company on any exchange or in any over-the-counter market. (vc) all All consents, approvals, permits and authorizations or waivers, if any, required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated by this Agreement, shall have been received. All of the consents, approvals, authorizations, exemptions and waivers, if any, from government agencies that shall be required in order to enable the Company to consummate the transactions contemplated hereby shall have been obtained obtained. (d) No action or madeproceeding shall have been instituted or, and all waiting periods specified under applicable Legal Requirements (including to the knowledge of the Company, threatened before a court or other government body or any such waiting period applicable public authority to restrain or prohibit any of the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act"))hereby, and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained delivered to the Purchasers a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreementcertificate, dated as of December 30the Closing Date, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------effect.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The obligations of --------------------------------------------------- obligation of the Purchaser hereunder are subject to consummate the transactions described in this Agreement shall be subject performance by the Issuer of its obligations hereunder and to the satisfaction of the following additional conditions precedent: (a) The representations and warranties made by the Issuer in this Agreement shall, unless waived by the Purchaser, be true and correct as of the date hereof and at the Closing Date, with the same force and effect as if they had been made on or prior to and as of the ClosingClosing Date. (b) The Issuer and the Purchaser shall have entered into a Registration Rights Agreement substantially in the form of Exhibit B hereto; (c) The Issuer will provide an opinion of counsel confirming in substance the representations and warranties set out in paragraphs (a), (b), (c), (d), (e) and (k) of Section 4 hereof in substantially the form of Exhibit C hereto; (d) None of the following shall have occurred: (i) any general suspension of, or limitation on prices for, quotes for the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects Common Stock on the date of Closing with the same effect as if they were made on such date; NASDAQ, (ii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; United States, (iii) a commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the Company shall have delivered to the Purchaser a certificateUnited States, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation any limitation by federal or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") state authorities on the extension of credit by lending institutions which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement materially and which is likely, in adversely affects the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation case of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after foregoing existing at the date of this Agreement, there shall not have occurred a material acceleration or worsening thereof, or (vi) at any changes concerning time up to and including the Company that, when combined, without duplication, with all other changes concerning day before the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan AgreementClosing Date, the "Credit Facilities")Common Stock shall trade on the NASDAQ at a price below $_____ per share, the ----------------- terms of which amendments shall be reasonably satisfactory upon notification to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived Issuer by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation All obligations of the Purchaser to consummate the transactions described in Purchasers under this Agreement shall be are subject to the satisfaction fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions on precedent, any or prior to all of which may be waived by the Closing: Purchasers in their sole discretion: (ia) the The representations and warranties of the Company Sellers herein contained, except for the representations and warranties contained in this Agreement Section 3.21 hereof, shall have been true and correct when made and shall be true and correct in all material respects at the date of execution of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and the representations and warranties contained in Section 3.21 hereof shall have been true and correct in all respects at the date of execution of this Agreement and as of the Closing Date as though made on and as of the Closing Date except where the failure to be so true and correct would not have a Material Adverse Effect on Xxxxx (in each case after giving effect to any supplement or amendment to the Disclosure Letter accepted or deemed to have been accepted by the Purchasers as if all such supplements and amendments were included in the Disclosure Letter delivered by the Sellers on the date of Closing with hereof); the same effect as if they were made on such date; (ii) the Company Sellers shall have performed in all material respects all obligations and complied in all material respects with all agreements, undertakings and covenants and agreements required by this Agreement to be performed or complied with by the Company on Sellers at or prior to the ClosingClosing Date; (iii) and the Company Sellers shall have delivered to the Purchaser Purchasers a certificate, certificate dated the date of Closing Date and signed by the President or a duly authorized officer Senior or Executive Vice President of Xxxx, the CompanyChief Financial Officer of Xxxx and the President or a Vice President of Xxxxx to such effect. (b) There shall not be any judgment, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no actiondecree, suitinjunction, investigation ruling or proceeding shall have been instituted before order of any court, administrative body governmental department, commission, agency or governmental agency (a "Governmental Entity") instrumentality outstanding against the Sellers or the Purchasers which prohibits or materially restricts or delays consummation of the Closing or which seeks ------------------- to restrain material damages from the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from Purchasers in connection with the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- Notwithstanding anything herein contained, the obligation of the Purchaser to consummate complete the transactions described in this Agreement shall be subject to purchase of the satisfaction Shares is conditional upon the fulfillment of the following conditions precedent on or prior before Closing: 2.7.1 the Purchaser has reviewed and is satisfied with the information contained in the Company and VC's corporate and accounting records including, without limitation, their respective financial statements which will present fairly, the financial position of the respective company that they were prepared for, as at the date thereof and the results of such company’s operations and the changes in such company’s financial position for the period then ending; 2.7.2 all documents and information having been delivered to the Closing: (i) Purchaser which, in the representations and warranties opinion of the Company contained in this Agreement Purchaser's solicitors, are necessary or desirable, given the nature of the transaction contemplated hereby, shall have been true so executed and correct when made delivered; 2.7.3 all outstanding liabilities and shall be true obligations of both the Company and correct in all material respects on VC including, but not limited to, those outstanding accounts payable by the Company to Xxxxxxx X. Xxx, A Law Corporation, and by VC to Xxxx X. Xxxxxxxx, Attorney and Counselor at Law, as at the date of Closing with Closing, have been fully paid and discharged, and Xxxxxxx X. Xxx and Xxxx X. Xxxxxxxx will have each provided written confirmation to the same effect as if they were made on such date; (ii) Purchaser, that each of their respective accounts payable have been fully paid by the Company shall have performed and complied in all material respects with VC respectively; 2.7.4 all covenants and agreements required by this Agreement of the Vendors to be performed or complied with by the Company on or prior pursuant to the Closing; (iii) terms and conditions of this Agreement have been duly performed; 2.7.5 all necessary regulatory approvals for the Company shall have delivered to transaction, including the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer approval of the CompanyTSX, certifying as to have been obtained; and 2.7.6 no injunction or restraining order of a court or administrative tribunal of competent jurisdiction shall be in effect which prohibits the matters described in the foregoing clauses (i) transactions contemplated hereunder and (ii); (iv) no action, suit, investigation action or proceeding shall have been instituted and remain pending before any court, such court or administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- tribunal to restrain the consummation of, or prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits . The foregoing conditions are for the exclusive benefit of the Purchaser and authorizations required such conditions shall be deemed to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied fulfilled or waived by the appropriate partyPurchaser on Closing, and no amendment unless the Purchaser delivers to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior Vendors written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied notice on or before the prior to Closing, the Purchaser may waive that such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by conditions have not been fulfilled or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------waived.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- Purchaser's obligation of to purchase and pay for the Purchaser to consummate Shares on the transactions described in this Agreement shall be Closing Date is subject to the satisfaction satisfaction, on or before the Closing Date, of the following conditions on or prior to the Closing: conditions: (ia) Each of the representations and warranties of the Company contained in Article 5 of this Agreement shall have been true and correct when made and shall be true and correct in all material respects on as of the date hereof and as of the Closing Date, except to the extent they expressly refer to another time or period, in which case they shall be true and correct as of such time or period. (b) The Company and the Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, the expiration or termination of any applicable waiting periods under Hart-Xxxxx-Xxxxxx. (c) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (d) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the same effect as if they were made on such date; aggregate with all other unsatisfied conditions that have not been waived result in a Material Adverse Effect. (iie) the The Company shall have duly performed and complied in all material respects with all covenants each obligation, covenant, agreement and agreements condition required by this Agreement to be performed or complied with by the Company on at or prior to the Closing; . (iiif) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after Since the date of this Agreement, there shall not have occurred any changes concerning the Company thatevent, when combinedchange or effect having, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or that would reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect; . (viiig) The Purchaser shall have received on the Closing Date the opinion of Folex, Xxag & Xliox X.X.P. to the effect that: (i) the Company shall have obtained a waiver from the Lenders of any covenant defaults is duly organized, validly existing and in good standing under the Credit Facilities during laws of its jurisdiction of organization; (ii) the fourth quarter Company has the corporate power and authority to own, operate and lease its Assets and to carry on its business as currently conducted; (iii) the execution, delivery and performance of fiscal 1998 this Agreement by the Company is within the corporate power and shall have entered into amendments (the "Credit Facility Amendments") to each authority of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING does not require any additional consents or approvals of the shareholders of the Company; (U.S.iv) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory Shares issued to the Purchaser, Purchaser pursuant to this Agreement have been duly authorized and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereofvalidly issued; and (viiiv) all conditions precedent upon payment for the Shares pursuant to consummation this Agreement, title to the Shares will pass to the Purchaser free and clear of any claim, Lien, adverse interest or incumbrance of any kind. (h) Except as contemplated by this Agreement or as reasonably required to carry out their obligations hereunder, the Cape Xxx Purchase Company and its Subsidiaries shall, through the Xxxxxx Purchase Closing Date, have conducted their respective businesses only in the Ordinary Course of Business and, in addition, shall not have: (i) issued any capital stock or any options, warrants or other rights to subscribe for or purchase any of their capital stock or any securities convertible into or exchangeable for their capital stock (other than to employees in the Ordinary Course of Business); (ii) directly or indirectly redeemed, purchased or otherwise acquired any of their capital stock; (iii) effected a split, reclassification or other change in or of any of their capital stock; (iv) amended their certificate or articles of incorporation, bylaws or equivalent documents (excepts as may have been satisfied necessary to comply with the applicable statutes, rules, regulations or waived orders issued by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority authority); (each, an "Authority"). ---------v) merged or consolidated with any Person or entered into any agreement that provided for the merger or consolidation with any Person; or (vi) entered into any new material line of business or exited a current material line of business of the Company. (i) The Purchaser shall have received a certificate executed by the Company's Chief Executive Officer and Chief Financial Officer stating that the representations and warranties of the Company are true and correct as of the date of execution of this Agreement and as of the Closing Date and that the Company has complied with all of its covenants set forth in this Agreement.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation obligations of the Purchaser hereunder are subject to consummate the transactions described in this Agreement shall be subject performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions on or prior to the Closing: precedent: (ia) the The representations and warranties of made by the Company contained in this Agreement shall have been true and correct when made and shall shall, unless waived by the Purchaser, be true and correct in all material respects on as of the date of hereof and at the Closing Date, with the same force and effect as if they were had been made on such date; (ii) and as of the Closing Date. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and agreements conditions required by this Agreement to be performed performed, satisfied or complied with by the Company on at or prior to the Closing; Closing Date. (b) The Company and the Purchaser shall have entered into the Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") in substantially the form annexed hereto as EXHIBIT C. (c) The Company will provide to the Purchaser an opinion or opinions of counsel in substantially the form annexed hereto as EXHIBIT D. (d) The Company shall have filed the Certificate of Designation with the Secretary of the State of Delaware. (e) None of the following shall have occurred: (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the Nasdaq, (ii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, (iii) a commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States, (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof, or (v) any limitation by the federal or state authorities on the extension of credit by lending institutions that materially and adversely affects the Purchaser. (f) The Company shall have executed and delivered to the Purchaser a certificate, dated Escrow Agent the date of Closing and signed by a duly authorized officer of certificates representing the Company, certifying as to the matters described in the foregoing clauses Shares. (ig) and (ii); (iv) no No action, suit, investigation or proceeding before or by any governmental authority shall have been instituted before commenced or threatened against the Company or any courtof the officers, administrative body directors or governmental agency (a "Governmental Entity") which affiliates of the Company, that seeks ------------------- to restrain the consummation ofrestrain, prohibit prevent or declare illegal, or obtain a material amount of damages arising from challenge the transactions contemplated by this Agreement and which is likely, in or the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Registration Rights Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) that seeks damages in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------transactions.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- Purchaser's obligation of to purchase and pay for the Purchaser to consummate Shares on the transactions described in this Agreement shall be Closing Date is subject to the satisfaction satisfaction, on or before the Closing Date, of the following conditions on or prior to the Closing: conditions: (a) The Purchaser shall have received (i) from Xxxxx & Xxxxxxx L.L.P., counsel for the Company, a legal opinion dated as of the Closing Date, substantially to the effect attached as Exhibit B hereto; and (ii) an opinion of other counsel to the Company, who may be the Company's General Counsel, to the effect that execution, delivery and performance of this Agreement by the Company do not require any approvals under the insurance laws of any state applicable to an Insurance Subsidiary (except as have been obtained), and with respect to the absence of pending or threatened litigation against or affecting the Company and its Subsidiaries. (b) Each of the representations and warranties of the Company contained in Article 5 of this Agreement shall have been true and correct when made and shall be true and correct at the date hereof and as of the Closing Date as if made at and as of the Closing Date, except to the extent they expressly refer to another time or period, in all material which case they shall be true and correct as of such time or period; provided, however, that the conditions set forth in this Section 3.2(b) shall be deemed satisfied if the respects in which such representations and warranties are not true and correct on the date hereof and, as applicable, at and as of the Closing with Date (without giving effect to any materiality qualifications contained therein) would not constitute a Material Adverse Effect; (c) The Company and the same effect as if they were made Purchaser each shall have received all consents, authorizations and approvals of governmental authorities which are required to be obtained in order to consummate the transactions contemplated hereby, including, without limitation, any affirmative approvals required under state insurance laws and the expiration or termination of any applicable waiting periods under Xxxx-Xxxxx-Xxxxxx or state insurance laws. (d) The Shares shall have been authorized for listing on such date; the NYSE upon official notice of issuance. (iie) the The Aaa financial strength rating of Capital Reinsurance Company shall have been affirmed by Xxxxx'x Investor Services, Inc., the AAA financial strength rating of Capital Reinsurance Company issued by the Standard & Poor's Corporation shall remain in effect and the current financial strength ratings of each of Capital Mortgage Reinsurance Company and KRE Reinsurance Ltd. shall have been affirmed in the double A category by Standard & Poor's Corporation. Each such rating affirmation shall not require fulfillment by the Company of any material conditions subsequent thereto, other than sale of the Shares pursuant to this Agreement. (f) No order, injunction or decree issued by any court or governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing or any of the transactions contemplated thereby shall be in effect. (g) There shall not be any suit, action, investigation, inquiry or other proceeding instituted by any governmental authority which seeks to enjoin or otherwise prevent consummation of the Closing or the transactions contemplated thereby or which would individually, or in the aggregate with each other failure to satisfy such condition, or in the aggregate with all other unsatisfied conditions that have not been waived result in a Material Adverse Effect. (h) The Company shall have duly performed and complied in all material respects with all covenants each obligation, covenant, agreement and agreements condition required by this Agreement to be performed or complied with by the Company on at or prior to the Closing; . (iiii) The board of directors of the Company shall have taken all necessary action to elect that number of Purchaser nominees to the board as required by Section 4.6, subject only to Closing; (j) The Company shall have delivered to the Purchaser a certificatetrue, dated complete and correct copy of its audited annual financial statements for the date of Closing and signed by a duly authorized officer of the Companyperiod ended December 31, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement")1998, and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation fully diluted book value per share of the Cape Xxx Purchase and Common Stock determined from such financial statements using the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------methodology described in

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. 3.01 The --------------------------------------------------- Purchaser’s obligation to carry out the terms of this agreement and to complete the Purchaser purchase referred to consummate the transactions described in this Agreement shall be paragraph 1.01 is subject to the satisfaction of the following conditions on or prior to the Closing: conditions: (ia) the representations and warranties of the Company Vendor contained in this Agreement paragraph 2.01 shall have been be true and correct when made in every particular as of the date hereof and shall be true and correct on the Closing Date in all material respects respects; (b) on the date of Closing with Date the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company Vendor shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses Purchaser: (i) and share certificates representing the Shares endorsed for transfer to the Purchaser; (ii)) waivers in writing signed by all the shareholders of Purefarma of the provisions of any articles of Purefarma restricting the transfer to the Purchaser of the Shares; and (iviii) no action, suit, investigation or proceeding waivers in writing signed by all parties bound by any other agreements restricting the transfer to the Purchaser of the Shares. (c) all of the agreements to be performed by the Vendor hereunder shall have been instituted before any court, administrative body or governmental agency performed; (a "Governmental Entity"d) which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, Share Exchange Agreement shall close immediately prior to be successful on the meritsclosing of this Agreement, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required Purchased Shares referred to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Share Exchange Agreement shall have been approved by transferred to the requisite affirmative vote of the stockholders of the CompanyPurchaser; and (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viiie) the Company Purchaser shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably received an opinion satisfactory to the PurchaserPurchaser from counsel for the Purchaser as to the validity of the incorporation of Purefarma, as to the good standing of Purefarma, as to the validity of issue, full payment and non- assessability of the outstanding shares in the capital of Purefarma, as to the validity of the sale and transfer to the Purchaser of the Shares in the capital of Purefarma, and such waiver as to all other legal matters of a like nature pertaining to Purefarma and amendments shall be to the transactions provided for in full force and effect without waiver or change in this agreement as the material terms thereof; and (viii) all Purchaser may reasonably require. The foregoing conditions precedent to consummation are for the exclusive benefit of the Cape Xxx Purchase Purchaser and the Xxxxxx Purchase shall have been satisfied or may be waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement Purchaser in writing in whole or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied part on or before the ClosingClosing Date but save as so waived, the completion of the purchase referred to in paragraph 1.01 by the Purchaser may waive shall not prejudice or affect in any way the rights of the Purchaser in respect of the representations and warranties of the Vendor set forth in paragraph 2.01 and such condition representations and proceed to Closing. As used herein, "Legal Requirements" warranties shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations survive the Closing Date and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------the payment of the Purchase Price.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation obligations of the Purchaser Purchasers hereunder are subject to consummate the transactions described in this Agreement shall be subject performance by the Company of its obligations hereunder and to the satisfaction of the following additional conditions on or prior to the Closing: precedent: (ia) the The representations and warranties of made by the Company contained in this Agreement shall have been true and correct when made and shall shall, unless waived by the Purchasers, be true and correct in all material respects on as of the date of hereof and at the Closing Date, with the same force and effect as if they were had been made on such date; (ii) and as of the Closing Date. The Company shall have performed performed, satisfied and complied in all material respects with all covenants the covenants, agreements and agreements conditions required by this Agreement to be performed performed, satisfied or complied with by the Company on at or prior to the Closing; Closing Date. (b) The Company and the Purchasers shall have entered into the Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") in substantially the form annexed hereto as EXHIBIT D. (c) The Company will provide to the Purchasers an opinion or opinions of counsel in substantially the form annexed hereto as Exhibit E. (d) The Company shall have filed the Certificate of Designation with the Secretary of the State of Delaware. (e) None of the following shall have occurred: (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the NASDAQ, (ii) a declaration of a banking moratorium or any suspension of payments in respect to banks in the United States, (iii) a commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States, (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof, or (v) any limitation by the federal or state authorities on the extension of credit by lending institutions that materially and adversely affects the Purchaser. (f) The Company shall have executed and delivered to the Purchaser a certificate, dated Escrow Agent the date of Closing certificates representing the Preferred Stock and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses Warrants. (ig) and (ii); (iv) no No action, suit, investigation or proceeding before or by any governmental authority shall have been instituted before commenced or threatened against the Company or any courtof the officers, administrative body directors or governmental agency (a "Governmental Entity") affiliates of the Company, which seeks ------------------- to restrain the consummation ofrestrain, prohibit prevent or declare illegal, or obtain a material amount of damages arising from challenge the transactions contemplated by this Agreement and which is likely, in or the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Registration Rights Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) which seeks damages in connection with such transactions. (h) The Company shall consummate the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect Superior Acquisition on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together Closing Date concurrently with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------closing hereunder.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of Purchasers’ obligations to effect the Purchaser to consummate the transactions described in this Agreement Contemplated Transactions shall be subject to the satisfaction (or waiver by the Purchasers) prior to or on the Closing Date of the following conditions on or prior to the Closing: conditions: (i) Except to the extent such representations and warranties speak as of a specific date, the representations and warranties of made by the Company contained Sellers in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on and as of the date of Closing Date with the same effect as if they were such representations and warranties had been made or given on and as of the Closing Date, and the Purchasers shall have received a certificate of an officer of Atari to such date; effect. All representations and warranties of the Sellers in this Agreement shall be deemed reaffirmed and made by each of them as of the Closing Date; (ii) the Company The Sellers shall have performed and complied in all material respects with all covenants of their obligations and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; Closing Date under this Agreement, including all their obligations under Sections 2.6 and 2.9, and the Purchasers shall have received a certificate of an officer of Atari to such effect; (iii) The Purchasers shall have received all documents required to be received from the Company Sellers on or prior to the Closing Date, including all the documents the Sellers are required to deliver in accordance with Section 2.9(a) in the respective forms attached hereto as Exhibits A through C. (iv) At or prior to the Closing, the Sellers shall have delivered to the Purchaser Purchasers a certificateConsent (“THQ Consent”) executed by THQ Inc. (“THQ”) and Atari, dated by which THQ shall have consented to the date of Closing following amendment to that certain Technology License Agreement by and signed by a duly authorized officer of the between Company, certifying as to the matters described in the foregoing clauses Paradigm Entertainment, Inc. (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxxx-Xxxxxx Act")“Paradigm”), and all extensions thereofAtari (“Paradigm License Agreement”): Entertainment Limited shall provide Atari with Upgrades (as defined in the Paradigm License Agreement) that may be developed by Entertainment Limited and technical support for the Licensed Technology (as defined in the Paradigm License Agreement) for Atari to provide to Paradigm, THQ or THQ’s Affiliates, for a period commencing on the passing of which is ---------------- required for such consummationClosing Date hereof and expiring on August 31, 2007; and thereafter, Purchasers shall have passedno further obligations under the Paradigm License Agreement. For the sake of clarification, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement Purchasers shall have been approved by the requisite affirmative vote no obligation to provide Paradigm, THQ or any of the stockholders of the Company; (vii) from and after the date of this Agreementtheir respective Affiliates, there shall not have occurred any changes concerning the Company that, when combined, without duplicationas applicable, with all other changes concerning the Company from and after the date any Upgrades developed by any of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Entertainment Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent’s Affiliates. In the event any that the Sellers are unable to deliver the THQ Consent as required hereunder, the Purchasers shall have the option to (a) terminate this Agreement pursuant to Section 2.7(b)(ii); or (b) waive the condition contained in this Section 2.5(b)(iv), and have Entertainment Limited provide the foregoing Upgrades (as may be developed by Entertainment Limited) and technical support and charge the Sellers a service fee equal to Fifty Thousand Dollars ($50,000) per month that the first commercial release of the foregoing conditions to Stuntman II Game is delayed past August 31, 2007, until the Purchaser's obligation to close hereunder is not satisfied on earlier of such first commercial release or before the ClosingDecember 31, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------2007.

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx- ----- Xxxx-Xxxxx-Xxxxxx Act")), and all extensions thereof, the passing of which is ---------------- --------------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse ---------------- Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this ------ Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit -------------------------- and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, ---- National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Purchase and the Xxxxxx Purchase shall have been satisfied or waived by the appropriate party, and no amendment to the Cape Xxx Purchase Agreement or the Xxxxxx Purchase Agreement shall have been executed or agreed to that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). -----------------------

CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS. The --------------------------------------------------- obligation of the Purchaser to consummate the transactions described in this Agreement shall be subject to the satisfaction of the following conditions on or prior to the Closing: (i) the representations and warranties of the Company contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects on the date of Closing with the same effect as if they were made on such date; (ii) the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing; (iii) the Company shall have delivered to the Purchaser a certificate, dated the date of Closing and signed by a duly authorized officer of the Company, certifying as to the matters described in the foregoing clauses (i) and (ii); (iv) no action, suit, investigation or proceeding shall have been instituted before any court, administrative body or governmental agency (a "Governmental Entity") which seeks ------------------- to restrain the consummation of, prohibit or declare illegal, or obtain a material amount of damages arising from the transactions contemplated by this Agreement and which is likely, in the Purchaser's reasonable judgment, to be successful on the merits, and no temporary restraining order or injunction shall have been issued by any Governmental Entity restraining or prohibiting, and no other Legal Requirement (as hereinafter defined) shall have come into effect making illegal, the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (v) all consents, approvals, permits and authorizations required to be obtained from, and all filings required to be made with, any Authority (as hereinafter defined) in connection with the consummation of the transactions contemplated hereby shall have been obtained or made, and all waiting periods specified under applicable Legal Requirements (including any such waiting period applicable to the transactions contemplated hereby under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended xxxxxxx (the xxx "Xxxx- ----- XxxxxXxxt-Xxxxxx Scott-Rodino Act")), and all extensions thereof, the passing of which xxxxxxx xx xxxxx is ---------------- required for such consummation, shall have passed, except as to such consents, approvals, permits, authorizations or filings that, individually or in the aggregate, would not have a material adverse effect on the condition (financial or otherwise), business, operations, properties, assets or liabilities of the Company and its Subsidiaries (as hereinafter defined) taken as a whole (a "Material Adverse Effect"); (vi) the issuance and sale of Common Stock ------------------------ contemplated by this Agreement shall have been approved by the requisite affirmative vote of the stockholders of the Company; (vii) from and after the date of this Agreement, there shall not have occurred any changes concerning the Company that, when combined, without duplication, with all other changes concerning the Company from and after the date of this Agreement, have had or would reasonably be expected to have a Material Adverse Effect; (viii) the Company shall have obtained a waiver from the Lenders of any covenant defaults under the Credit Facilities during the fourth quarter of fiscal 1998 and shall have entered into amendments (the "Credit Facility Amendments") to each of the -------------------------- Revolving Credit and Term Loan Agreement, dated as of December 30, 1996, as amended, between the Company, The First National Bank of Boston ("FNBB"), Fleet ---- National Bank, National Bank of Canada, The Sumitomo Bank, Limited, and FNBB, as Agent (the "Loan Agreement"), and the Purchase Agreement, dated as -------------- of December 30, 1996, as amended, between the Company and ING (U.S.) Capital Corporation (together with the Loan Agreement, the "Credit Facilities"), the ----------------- terms of which amendments shall be reasonably satisfactory to the Purchaser, and such waiver and amendments shall be in full force and effect without waiver or change in the material terms thereof; and (viii) all conditions precedent to consummation of the Cape Xxx Lepone Purchase and the Xxxxxx Korman Purchase shall have been satisfied sxxxxxxed or waived by the appropriate thx xxxxopriate party, and no amendment to the Cape Xxx Lepone Purchase Agreement or the Xxxxxx Korman Purchase Agreement shall Agreemenx xxxxl have been executed or agreed to agrxxx xx that changes the material terms thereof in a manner adverse to the Company without the Purchaser's prior written consent. In the event any of the foregoing conditions to the Purchaser's obligation to close hereunder is not satisfied on or before the Closing, the Purchaser may waive such condition and proceed to Closing. As used herein, "Legal Requirements" shall include laws, ------------------ regulations, ordinances, orders, decrees, permits, licenses, consents, approvals, registrations, authorizations and qualifications required by or from any federal, state, local or foreign governmental or regulatory authority (each, an "Authority"). ---------.