Common use of Conditions to Each Party’s Obligation to Effect the Purchase Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunder; (c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effect; (e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder (valuing the shares of Compass Common Stock received by the Stockholder at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and (g) all material governmental and third party waivers, consents, and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunder; (c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effecteffect ; (e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder Stockholders (valuing the shares of Compass Common Stock received by the Stockholder Stockholders at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and (g) all material governmental and third party waivers, consents, consents and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunder; (c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effect; (e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder Stockholders (valuing the shares of Compass Common Stock received by the Stockholder Stockholders at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and (g) all material governmental and third party waivers, consents, stockholders and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunderhereunder ; (c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effect; (e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder Stockholders (valuing the shares of Compass Common Stock received by the Stockholder Stockholders at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and (g) all material governmental and third party waivers, consents, stockholders and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Purchase. The ------------------------------------------------------------ respective obligations of each party to effect the Purchase shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed and the closing of the sale of Compass Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under the Other Stock Purchase Agreements shall have occurred simultaneously with the Closing hereunder; (c) the Registration Statement shall have become effective in accordance with the provisions of the 1933 Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Purchase or any of the Other Purchases shall have been issued and remain in effect; (e) the price to the public in the IPO shall be sufficient for the total consideration received by the Stockholder Stockholders (valuing the shares of Compass Common Stock received by the Stockholder Stockholders at such IPO price) to be at least the Minimum Value, plus the additional amounts promised by Compass under the Other Stock Purchase Agreements; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Purchase or any of the Other Purchases or make the consummation of the Purchase or any of the Other Purchases illegal; and (g) all material governmental and third party waivers, consents, consents and stockholders approvals required for the consummation of the Purchase or any of the Other Purchases and the transactions contemplated hereby and by the Other Stock Purchase Agreements shall have been obtained and be in effect.