Common use of Conditions to Each Party’s Obligations to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Time.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party hereto to effect consummate the Merger shall be transactions provided for hereby are subject to the fulfillment at satisfaction, on or prior to the Closing Date Date, of each of the following conditions: (a) This Agreement Section 8.1.1 The waiting period applicable to the Merger under the HSR Act shall have been terminated or shall have expired, all approvals under antitrust regulatory filings in any jurisdiction that shall be necessary or determined by Parent and the Company to be reasonably desirable shall have been obtained. Section 8.1.2 There shall not be any Applicable Law or Court Order that enjoins or makes the transactions contemplated hereby illegal or otherwise prohibited. Section 8.1.3 The Fairness Approval shall have been approved in obtained or, if the manner required by Fairness Approval has not been obtained, then the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Registration Statement shall have become been declared effective by the SEC under the Securities Act, and all necessary state securities law no stop order (or "Blue Sky" permits similar action) suspending the effectiveness of the Registration Statement shall have been issued (or taken) by the SEC, as applicable. Section 8.1.4 Any other governmental or regulatory notices or approvals required under any Applicable Law to carry out the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and no stop order the parties shall have complied with respect all Applicable Laws applicable to any of the foregoing shall be in effecttransactions contemplated by this Agreement and the Ancillary Agreements. (d) PMCT Section 8.1.5 The Company shall have obtained all approvals of holders of shares of capital stock of the approval Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger. Section 8.1.6 Parent shall have received all consents and approvals from Governmental Authorities that are required for the listing consummation of the PMCT transactions contemplated hereby and any consents by third parties to each of the agreements set forth on Section 8.1.6 of the Company Disclosure Schedule that are required for the consummation of the transactions contemplated hereby. Section 8.1.7 The Parent Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings be issued in connection with the Merger and any other documents required to shall be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect authorized for listing on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective TimeNasdaq National Market.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Closing Date Effective Time of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in by the manner requisite vote of the stockholders of the Company, as required by the Declaration of Trust of PMCT Delaware Act and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonCompany Certificate. (b) Neither of the parties hereto shall be subject The waiting period applicable to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the Merger under the HSR Act shall have expired or been terminated and the requirements of any relevant foreign antitrust authority shall have been satisfied. Other than the filing of the Certificate of Merger provided for in Section 2.3, all other Required Governmental Consents and any other consents, approvals or authorizations of Governmental Entities required to be made or obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement. In the event any such order or injunction , shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedmade or obtained. (c) The Registration Statement No court or Governmental Entity of competent jurisdiction shall have become effective enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and all necessary state securities law restrains, enjoins or otherwise prohibits consummation of the Merger (collectively, an "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement ORDER") and no Governmental Entity shall have been obtained and no stop order with respect to instituted any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required proceeding which continues to be filed after the Effective Time and except where the failure to have obtained or made pending seeking any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective TimeOrder.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been adopted and approved in the manner required by the Declaration shareholders of Trust of PMCT and STH in accordance with the Certificate of Incorporation and Bylaws of STH, and this Agreement, the amendments to the HHTI Articles of Incorporation and Bylaws, and the other transactions contemplated hereby shall have been approved by the shareholders of HHTI in the manner required by the Articles of Incorporation and Bylaws of HHTI, and in each case, in accordance with applicable law or by and applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonbody. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT HHTI shall have obtained the approval for the filed with The Nasdaq Stock Market a notification of listing of additional shares covering the PMCT HHTI Common Shares Stock issuable in the Merger on and shall have no knowledge that the AMEX, subject to official notice listing of issuancesuch shares has been or will be denied. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect Material Adverse Effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries)HHTI or any of its subsidiaries, taken as a whole, following the Effective Time. (f) From the date of this Agreement through the Effective Time, there shall not have been any enacted, promulgated or proposed legislative, administrative or judicial action, interpretation or decision that causes or, if effected, could be reasonably expected to cause HHTI to cease to qualify as a REIT for federal income tax purposes. (g) All lenders of borrowed money to STH shall have consented to the Merger without change or modification to the terms of the STH Indebtedness, or STH shall have entered into an agreement or agreements to refinance (on terms and conditions reasonably satisfactory to HHTI) the STH Indebtedness.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement and There shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a Governmental Entity of competent jurisdiction to the transactions contemplated hereby effect that the Merger may not be consummated as herein provided, no proceeding or lawsuit shall have been approved in commenced for the manner required by the Declaration purpose of Trust of PMCT and the Certificate of Incorporation and Bylaws of STHobtaining any such injunction, writ or preliminary restraining order, and by applicable law or by applicable regulations of no written notice shall have been received from any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court Governmental Entity of competent jurisdiction which prohibits the consummation of indicating an intent to restrain, prevent, materially delay or restructure the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (cb) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits All material authorizations, consents or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties a Governmental Entity required in connection with the execution, execution and delivery and performance of this Agreement and the consummation of the Merger shall have been obtained made or madeobtained, without any limitation, restriction or condition (except for filings in connection with filing the Articles of Merger and any other documents required to be filed after the Effective Time Time). (c) The PTI Ordinary Shares being issued as Merger Consideration (excluding the Holdback Shares) shall have been allotted (subject only to Admission) and except where the failure U.K. Listing Authority shall have agreed to admit such shares to the Official List and the London Stock Exchange shall have obtained or made any agreed to admit them to trading on its main market for listed securities and such consent, authorization, order, approval, filing or registration would agreement shall not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Timebeen withdrawn.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Closing Date Effective Time of the following conditions: (a) This Agreement and If required by Law to be obtained before the transactions contemplated hereby Merger can be consummated, the Company Stockholder Approval shall have been approved in the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonobtained. (b) Neither of the parties hereto There shall be subject to any no order or preliminary or permanent injunction of a court of competent jurisdiction which prohibits jurisdiction, including any temporary restraining order, in effect, and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment or decree, preventing, prohibiting or making illegal the consummation of the Merger or the other transactions contemplated by this AgreementAgreement (collectively, an “Order”). In the event No Governmental Entity shall have instituted any proceeding that is pending seeking any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedOrder. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out shares of Parent Common Stock issuable in connection with the transactions contemplated by this Agreement Merger shall have been obtained authorized for listing on Nasdaq and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEXToronto Stock Exchange, subject to official notice of issuance. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and all applicable blue sky securities filings, permits or approvals shall have been made or received in accordance with applicable Laws. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC or any state securities administrator and no proceedings for that purpose shall be pending, or to the knowledge of Parent or the Company, threatened by the SEC or any state securities administrator. (e) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. All other notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all other consents, authorizationsregistrations, orders approvals, permits and approvals authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of (or filings or registrations with) their respective Subsidiaries from, any governmental commission, board, other regulatory body or third parties required Governmental Entity in connection with the execution, execution and delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company and Parent shall have been obtained made or madeobtained, as the case may be, except for filings any failure which would not, individually or in the aggregate, render the Merger or any of the transactions contemplated hereby illegal or result in a Company Material Adverse Effect or Parent Material Adverse Effect. Either (i) the Company shall have secured a determination from the Delaware Commissioner of Insurance that the Company is primarily engaged in business other than the business of insurance or (ii) the acquisition of control of NMHC Group Solutions, Inc. in connection with the transactions contemplated hereby shall have been approved by the Delaware Department of Insurance. Parent shall have received the approvals of any Governmental Entity that requires a Form A application in connection with the transactions contemplated hereby. Parent and/or the Company shall have filed a “pre acquisition notification” with the Delaware Commissioner of Insurance and the applicable waiting period shall have expired or been terminated. (f) If the transactions contemplated by this Agreement are being effected by means of the Offer followed by the Second Step Merger, Merger and any other documents required Sub shall have accepted for payment shares of Company Common Stock pursuant to be filed after the Effective Time and except where Offer. If the failure to have obtained or made any such consenttransactions contemplated by this Agreement are being effected by means of the Offer followed by the Second Step Merger, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results conditions in the second sentence of operations or financial condition of PMCT and STH (and their respective SubsidiariesSection 8.1(b), taken as a wholeSection 8.1(c), following the Effective Timefirst sentence of Section 8.1(d) and all of Section 8.1(e) shall not be conditions to the obligation of the parties to effect the Second Step Merger.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect consummate the Merger shall be transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required and adopted by the Declaration of Trust of PMCT Company Stockholder Approval and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonSWAT Stockholder Approval. (b) Neither The Company, SWAT and Merger Sub shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of or in connection with the parties hereto transactions contemplated hereby, including such approvals, waivers and consents as may be required under the Securities Act and under blue sky Laws, if any, except for such authorizations, consents or approvals, the failure of which to have been made or obtained does not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) There shall not be subject to in effect any order or injunction Law of a court any Governmental Entity of competent jurisdiction which prohibits the restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement. In the event Agreement and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedLaw. (cd) The Registration Statement shall have become been declared effective by the SEC and all necessary state securities law or "Blue Sky" permits or approvals required to carry out shall be effective at the transactions contemplated by this Agreement shall have been obtained Effective Time, and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement suspending effectiveness shall have been obtained issued; no action, suit, proceeding or made, except for filings in connection with investigation by the Merger SEC to suspend the effectiveness of the Registration Statement shall have been initiated and any other documents required be continuing; and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to be filed after the Effective Time and except where issuance or trading of the failure to SWAT Common Stock shall have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Timebeen received.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Time.,

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) This Agreement and No action or proceeding shall have been instituted before a court or other governmental body by any governmental agency or public authority to restrain or prohibit the transactions contemplated hereby by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of the Agreement or the related agreements or the consummation of the Merger; and no governmental agency shall have been approved in the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject given notice to any order or injunction of a court of competent jurisdiction which prohibits party hereto to the effect that consummation of the transactions contemplated by this Agreement. In Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedMerger. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (eb) All consents, authorizations, orders orders, and approvals of (or filings or registrations with) any governmental commission, board, or other regulatory body or third parties required in connection with the execution, delivery delivery, and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time Time, and except where the failure to have obtained or made any such consent, authorization, order, approval, filing filing, or registration would not have a material adverse effect on the business, results business of operations or financial condition of PMCT SCB and STH (and their respective Subsidiaries)PTI, taken as a whole, following the Effective Time. (c) SCB shall have received from PTI copies of all resolutions adopted by the Board of Directors and shareholders of PTI in connection with this Agreement and the transactions contemplated hereby. PTI shall have received from SCB and Merger Sub copies of all resolutions adopted by the Board of Directors and shareholders of each respective company in connection with this Agreement and the transactions contemplated hereby.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect the Merger shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions: (a) This The Merger and this Agreement and the transactions contemplated hereby shall have been approved in the manner required and adopted by the Declaration affirmative vote of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued Maple Leaf Class A common stock and outstanding shares of capital Class B common stock of STH required by law and PMCT entitled to vote thereonMaple Leaf's Corporate Governance Documents. (b) Neither All authorizations, consents, orders or approvals, lack of any injunctive actions by the Department of Justice or any state or federal antitrust authority, of the parties hereto FRB, FDIC, Division and any other Governmental Entity (collectively, "Consents") that are necessary for the consummation of the Merger shall have been obtained or shall have occurred and shall be subject in full force and effect at the Effective Time, and all applicable waiting periods shall have expired, except for any immaterial Consents that, if not obtained, would not involve criminal liability, any material civil penalties or fines, or would not have or reasonably be expected to have a Material Adverse Effect on the combined businesses, financial condition, or results of operations of GLB, Maple Leaf, Great Lakes Bank and Geauga Savings Bank taken as a whole. A material Consent shall not be deemed to have been obtained if the Consent shall include any order conditions or injunction requirements which, in the reasonable opinion of the Board of Directors of GLB, would have a court of competent jurisdiction which prohibits Material Adverse Effect on the consummation anticipated economic and business benefits to GLB of the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedtaken as a whole. (c) The Registration Statement shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out under the transactions contemplated by this Agreement shall have been obtained Securities Act and no stop order with respect to any suspending the effectiveness of the foregoing Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission. (d) PMCT GLB shall have obtained received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the approval Merger and the transactions contemplated hereby, no order restraining the ability of GLB to issue GLB Common Stock pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or, to the listing knowledge of the PMCT parties, threatened by any state securities administrator. (e) The shares of GLB Common Shares issuable Stock to be issued in connection with the Merger shall have been approved for listing or trading on the AMEXNasdaq SmallCap Market, subject to official notice of issuance. (ef) All consentsNo temporary restraining order, authorizationspreliminary or permanent injunction or other order by any federal or state court or agency in the United States enjoining, orders and approvals prohibiting or materially delaying the consummation of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement Merger shall have been obtained or madeissued and remain in effect. (g) Counsel to Maple Leaf shall have delivered to Maple Leaf and GLB counsel's opinion substantially to the effect that, except for filings on the basis of facts, representations and assumptions set forth in connection such opinion which are consistent with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results state of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly, no gain or loss will be recognized by GLB or Maple Leaf as a result of the Merger. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Maple Leaf, GLB and others. The opinion of Maple Leaf's counsel shall be dated the date of the Closing.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party to effect consummate the Merger shall be Contemplated Transactions are subject to the fulfillment at or prior to the Closing Date Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by the party being benefited thereby, to the extent permitted by applicable Law: (a) This Agreement and the transactions contemplated hereby shall have been approved in the manner required and adopted by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonCompany Shareholder Approval. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction The Parent Amendments shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedapproved and adopted by the Parent Stockholder Approval. (c) The Registration Statement All holders of securities of Parent that have preemptive rights which are triggered as a result of the Merger or the Contemplated Transactions shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required waived such rights prior to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effectClosing Date. (d) PMCT The Company, Parent, Merger Sub and the Warburg Holders shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of or in connection with the approval Contemplated Transactions, including such approvals, waivers and consents as may be required under the HSR Act, Securities Act and under blue sky laws, if any, except for such authorizations, consents or approvals, the listing failure of the PMCT Common Shares issuable which to have been made or obtained does not and could not reasonably be expected to have, individually or in the Merger on the AMEXaggregate, subject to official notice of issuancea Company Material Adverse Effect or a Parent Material Adverse Effect. (e) All consentsThere shall not be in effect any Law of any Governmental Entity of competent jurisdiction restraining, authorizationsenjoining or otherwise preventing consummation of the Contemplated Transactions and no Governmental Entity shall have instituted or threatened to institute any proceeding which continues to be pending seeking any such Law. (f) The employment agreements between Parent and each of Xxxxxx Xxxxx and Xxxxxx Xxxxxxxxxx, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection entered into concurrent with the execution, delivery and performance execution of this Agreement in the forms attached hereto as Exhibits B and C, respectively, shall have been obtained or made, except for filings be in connection with the Merger full force and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Timeeffect.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party the Company, Parent and Acquisition Sub to effect the Merger shall be are subject to the fulfillment at satisfaction or, to the extent permitted by Applicable Law, the waiver on or prior to the Closing Date Effective Time of each of the following conditions: (a) This Agreement and the transactions contemplated hereby The Company Shareholder Approval shall have been approved in obtained at the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereonSpecial Meeting. (b) Neither of the parties hereto shall be subject The waiting period applicable to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the Merger under the HSR Act shall have expired or been terminated and, other than the filing provided for in Section 1.3, all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement. In the event any such order or injunction Company, Parent and Acquisition Sub shall have been issuedmade or obtained (as the case may be), each party agrees except for those the failure to use its reasonable efforts be made or obtained, individually or in the aggregate, would not reasonably be expected to have any such injunction lifteda Company Material Adverse Effect or an Acquiror Entity Material Adverse Effect. (c) The Registration Statement No Governmental Entity of competent jurisdiction shall have become effective enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and all necessary prohibits the consummation of or disallows the Merger, and no federal or state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement Governmental Entity shall have been obtained and no stop instituted any proceeding that is pending seeking any such judgment, decree, injunction or other order with respect to any prohibit the consummation of or disallow the foregoing shall be in effectMerger. (d) PMCT The Company Board, the respective Boards of Directors of Parent and Acquisition Sub and, if requested by them, the Lenders, shall have obtained received the approval for the listing of the PMCT Common Shares issuable letter referred to in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (Section 5.13 or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement Acquisition Sub shall have been obtained or madeprovided to the Company Board, except for filings the Special Committee, the respective Boards of Directors of Parent and Acquisition Sub and the Lenders, if requested by them, from another appraisal firm a comparable letter in connection with form and substance reasonably satisfactory to the Merger Special Committee and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective TimeParent.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party hereto to effect consummate the Merger shall be transactions provided for hereby are subject to the fulfillment at satisfaction, on or prior to the Closing Date Date, of each of the following conditions: (a) This Agreement Section 8.1.1 Any waiting period applicable to the Merger under the HSR Act shall have been terminated or shall have expired, all approvals under antitrust regulatory filings in any jurisdiction that may be necessary or determined by Buyer and the Company to be reasonably desirable shall have been obtained, and there shall be no commitment by Buyer, any of its Subsidiaries, or the Company to any Governmental Authority not to close the transactions contemplated hereby before a date certain. Section 8.1.2 No Proceeding by any Governmental Authority shall have been approved in instituted which questions the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law validity or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation legality of the transactions contemplated by this Agreementhereby and which could reasonably be expected to materially adversely affect the Company Business or the Company Assets if the transactions contemplated hereby are consummated. In There shall not be any Applicable Law or Court Order that enjoins or makes the event any such order transactions contemplated hereby illegal or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedotherwise prohibited. (c) The Registration Statement shall have become effective and all necessary state securities law Section 8.1.3 Any governmental or "Blue Sky" permits regulatory notices or approvals required under any Applicable Law to carry out the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) PMCT parties shall have obtained complied with all Applicable Laws applicable to the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of transactions contemplated by this Agreement shall have been obtained or made, except for filings in connection with and the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective TimeAncillary Agreements.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligation obligations of each party hereto to effect consummate the Merger shall be transactions provided for hereby are subject to the fulfillment at satisfaction, on or prior to the Closing Date Date, of each of the following conditions: Section 6.1.1 The waiting period applicable to the Merger under the HSR Act and any waiting period applicable to the Merger under the Exon-Xxxxxx Act shall have been terminated or shall have expired, all approvals under antitrust regulatory filings in any jurisdiction that shall be necessary or jointly determined by Buyer and the Company to be reasonably desirable shall have been obtained, and there shall be no pending commitment by Parent, Buyer, the Company or any of their respective Subsidiaries to any Governmental Authority (awhich commitment was requested or required by such Governmental Authority) This Agreement not to close the transactions contemplated hereby. Section 6.1.2 No Proceeding by any Governmental Authority shall have been instituted and remain pending which questions the validity or legality of the transactions contemplated hereby shall have been approved and which would reasonably be expected to adversely affect the Company, the Company Business or the Company Assets in the manner required by the Declaration of Trust of PMCT and the Certificate of Incorporation and Bylaws of STH, and by applicable law or by applicable regulations of any stock exchange or other regulatory body and by the holders of the issued and outstanding shares of capital stock of STH and PMCT entitled to vote thereon. (b) Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of material respect if the transactions contemplated by this Agreement. In the event any such order or injunction shall have been issued, each party agrees to use its reasonable efforts to have any such injunction liftedhereby are consummated. (c) The Registration Statement Section 6.1.3 There shall have become effective and all necessary state securities law not be any Applicable Law or "Blue Sky" permits Court Order in effect that enjoins or makes the transactions contemplated hereby illegal or otherwise prohibited. Section 6.1.4 Any governmental or regulatory notices or approvals required under any Applicable Law to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order the parties shall have complied in all material respects with respect all Applicable Laws applicable to any of the foregoing shall be in effecttransactions contemplated by this Agreement. (d) PMCT shall have obtained the approval for the listing of the PMCT Common Shares issuable in the Merger on the AMEX, subject to official notice of issuance. (e) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement Section 6.1.5 The Stockholder Consent shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of PMCT and STH (and their respective Subsidiaries), taken as a whole, following the Effective Timeobtained.