Common use of Conditions to Delivery of Shares Clause in Contracts

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect; (b) any applicable waiting periods under the HSR Act shall have expired or been terminated; (c) any other consent, approval, order, notification or authorization, the failure of which to obtain or make would make the issuance of the Shares illegal, shall have been obtained or made and be in full force and effect; and (i) any person (other than Grantee or any of its subsidiaries and other than any shareholder of Grantee that currently owns in excess of 15% of the outstanding Common Stock) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act or the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock aggregating 15% or more of the then outstanding Common Stock, (ii) any person shall have commenced or publicly announced its intention to commence a tender offer for 15% or more of the outstanding Common Stock or shall have publicly announced its intention to effect an Alternative Transaction, (iii) the Merger Agreement is terminated pursuant to Section 7.1(e) or 7.1(f), or (iv) the Merger Agreement is terminated pursuant to Section 7.1(d) and at such time an Alternative Transaction was publicly announced prior to such termination or an Alternative Transaction is consummated, or a definitive agreement with respect thereto is executed by the Company or any of its affiliates following such termination and on or prior to the 12 month anniversary of such termination

Conditions to Delivery of Shares. The Grantor's obligation to -------------------------------- deliver Shares upon exercise of the Option is subject only to the conditions that: (a) no No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect;; and (b) any Any applicable waiting periods under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act Act") shall have expired or been terminated; (c) any terminated and all other consentconsents, approvalapprovals, orderorders, notification notifications or authorizationauthorizations, the failure of which to obtain or make would make have the effect of making the issuance of the Shares illegalillegal (collectively, the "Regulatory Approvals") shall have been obtained or made and be in full force and effectmade; and (i) any person (other than Grantee or any of its subsidiaries and other than any shareholder of Grantee that currently owns in excess of 15% of the outstanding Common Stock) shall have acquired beneficial ownership a proposal for an Alternative Transaction (as such term is defined in Rule 13d-3 under the Exchange Act or Merger Agreement) involving the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) Grantor shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock aggregating 15% or more of the then outstanding Common Stock, (ii) any person shall have commenced or publicly announced its intention prior to commence a tender offer for 15% or more of the outstanding Common Stock or shall have publicly announced its intention to effect an Alternative Transaction, (iii) time the Merger Agreement is terminated pursuant to Section 7.1(ethe terms thereof (the "Merger Termination Date") and one or more of the following events shall have occurred on or after the time of the making of such proposal: (A) the requisite vote of the stockholders of the Grantor in favor of adoption and approval of the Merger Agreement shall not have been obtained at the N2K Stockholders' Meeting (as defined in the Merger Agreement) or 7.1(fany adjournment or postponement thereof, (B) the Board of Directors of the Grantor shall have withdrawn or modified its recommendation of the Merger Agreement or the N2K Merger or failed to confirm its recommendation of the Merger Agreement or the N2K Merger to the stockholders of the Grantor within ten business days after a written request by the Grantee to do so; (C) the Board of Directors of the Grantor shall have recommended to the stockholders of the Grantor an Alternative Transaction (as defined in the Merger Agreement), ; (D) a tender offer or exchange offer for 20% or more of the outstanding shares of Grantor Common Stock shall have been commenced (other than by the Grantee or an affiliate of the Grantee) and the Board of Directors of the Grantor shall have recommended that the stockholders of the Grantor tender their shares in such tender or exchange offer; or (ivE) for any reason Grantor shall have failed to call and hold the N2K Stockholders' Meeting (as defined in the Merger Agreement) by the Outside Date (as defined in the Merger Agreement); provided, however, that the Option may not be exercised if the Grantee is in material breach of any of its material representations, warranties, covenants or agreements contained in this Agreement or in the Merger Agreement; or (ii) the Merger Agreement is shall have been terminated by the Grantor pursuant to Section 7.1(d7.1(g) and at such time an Alternative Transaction was publicly announced prior to such termination or an Alternative Transaction is consummated, or a definitive agreement with respect thereto is executed by of the Company or any of its affiliates following such termination and on or prior to the 12 month anniversary of such terminationMerger Agreement.

Conditions to Delivery of Shares. The GrantorCompany's obligation to deliver Shares upon exercise of the Company Stock Option is subject only to the conditions that: (a) no No preliminary or permanent injunction or other order order, decree or ruling issued by any federal or state court of competent jurisdiction in the United States prohibiting the sale or delivery of the Shares shall be in effect; (b) any Any applicable waiting periods under the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act shall of 1976 (xxx "XXX XXX") xxxll have expired or been terminated; (c) terminated and any other consent, approval, order, notification applicable filings or authorization, the failure of which to obtain or make would make the issuance of the Shares illegal, approvals under foreign antitrust laws shall have been made or obtained or made and be in full force and effectany related waiting periods shall have expired; and (i) any person (other than Grantee Purchaser or any of its subsidiaries and other than any shareholder of Grantee that currently owns in excess of 15% of the outstanding Common Stocksubsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act Act) or the right to acquire beneficial ownership of, or any "groupGROUP" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock aggregating 15% 25 percent or more of the then outstanding Common Stock, ; (ii) in the event (A) at any person time during the pendency of the Offer, a takeover proposal (as defined in the Merger Agreement) shall have commenced or publicly announced its intention been made to commence a tender offer for 15% or more of the outstanding Common Stock or shall have publicly announced its intention to effect an Alternative Transaction, (iii) the Merger Agreement is terminated pursuant to Section 7.1(e) or 7.1(f), or (iv) the Merger Agreement is terminated pursuant to Section 7.1(d) and at such time an Alternative Transaction was publicly announced prior to such termination or an Alternative Transaction is consummated, or a definitive agreement with respect thereto is executed by the Company or any of its affiliates following such termination and on subsidiaries or prior any of its stockholders or any person shall have publicly announced an intention to make a takeover proposal with respect to the 12 month anniversary Company or any of such terminationits subsidiaries, (B) the Offer shall have terminated or expired without the Minimum Tender Condition (as defined in the

Conditions to Delivery of Shares. The Grantor's obligation to deliver Shares upon exercise of the Option is subject only to the conditions that: (a) no No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States prohibiting the delivery of the Shares shall be in effect;; and (b) any Any applicable waiting periods under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or been terminated; (c) any other consent, approval, order, notification or authorization, the failure of which to obtain or make would make the issuance of the Shares illegal, shall have been obtained or made and be in full force and effect; and (i) any person (other than Grantee or any of its subsidiaries and other than subsidiaries) shall have commenced (as such term is defined in Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")) a tender offer, or shall have filed a registration statement under the Securities Act of 1933 (the "Securities Act") with respect to an exchange offer, to purchase any shareholder shares of Grantee that currently owns Common Stock such that, upon consummation of such offer, such person or a "group" (as such term is defined under the Exchange Act) of which such person is a member shall have acquired beneficial ownership (as such term is defined in excess of 15% Rule 13d-3 of the Exchange Act), or the right to acquire beneficial ownership, of 15 percent or more of the then outstanding Common Stock; (ii) any person (other than Grantee or any of its subsidiaries) shall have publicly announced or delivered to Grantor a proposal, or disclosed publicly or to Grantor an intention to make a proposal, to purchase 15% or more of the assets or any equity securities of, or to engage in a merger, reorganization, tender offer, share exchange, consolidation or similar transaction involving the Grantor or any of its subsidiaries (an "Acquisition Transaction"); (iii) Grantor or any of its subsidiaries shall have authorized, recommended, proposed or publicly announced an intention to authorize, recommend or propose, or entered into, an agreement, including without limitation, an agreement in principle, with any person (other than Grantee or any of its subsidiaries) to effect or provide for an Acquisition Transition; (iv) any person shall solicit proxies or consents or announce a bona fide intention to solicit proxies or consents from Grantor's stockholders (x) relating to directors, (y) in opposition to the Merger, the Merger Agreement or any related transactions or (z) relating to an Acquisition Transaction (other than solicitations of stockholders seeking approval of the Merger, the Merger Agreement or any related transactions); (v) any person shall have made a Transaction Proposal (as defined in the Merger Agreement); or (vi) any person (other than Grantee or any of its subsidiaries) shall have acquired beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act Act) or the right to acquire beneficial ownership of, or any "group" (as such term is defined under the Exchange Act) shall have been formed which beneficially owns or has the right to acquire beneficial ownership of, shares of Common Stock (other than trust account shares) aggregating 15% 15 percent or more of the then outstanding Common Stock. As used in this Agreement, (ii) any person "person" shall have commenced or publicly announced its intention to commence a tender offer for 15% or more the meaning specified in Sections 3(a)(9) and 13(d)(3) of the outstanding Common Stock or shall have publicly announced its intention to effect an Alternative Transaction, (iii) the Merger Agreement is terminated pursuant to Section 7.1(e) or 7.1(f), or (iv) the Merger Agreement is terminated pursuant to Section 7.1(d) and at such time an Alternative Transaction was publicly announced prior to such termination or an Alternative Transaction is consummated, or a definitive agreement with respect thereto is executed by the Company or any of its affiliates following such termination and on or prior to the 12 month anniversary of such terminationExchange Act.