Common use of Conditions to Obligation of Each Party to Effect the Mergers Clause in Contracts

Conditions to Obligation of Each Party to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction (or waiver by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (b) The Parent Shareholder Approval shall have been obtained. (c) The Form F-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form F-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced. (d) No injunction or similar Order by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect that prohibits or makes illegal the consummation of the Mergers or the Voting Trust Transaction. (e) If the STB shall have determined that the STB Voting Trust Approval is required and shall have notified Parent or the Company of such determination or made such determination public, then the STB Voting Trust Approval shall have been obtained. (f) The authorizations required to be obtained from the COFECE and the IFT with respect to the Mergers and the other transactions contemplated by this Agreement shall have been obtained. (g) The Parent Common Shares to be issued in the First Merger shall have been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements.

Conditions to Obligation of Each Party to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the satisfaction (or waiver by Parent and the Company to the extent permitted by applicable Law) at or prior to the Closing of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (b) The Parent Shareholder Approval shall have been obtained. (c) The Form F-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form F-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced. (d) No injunction or similar Order by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect that prohibits or makes illegal the consummation of the Mergers or the Voting Trust Transaction. (e) If the STB shall have determined that the STB Voting Trust Approval is required and shall have notified Parent or the Company of such determination or made such determination public, then the STB Voting Trust Approval shall have been obtained[Reserved.] (f) The authorizations required to be obtained from the COFECE and the IFT with respect to the Mergers and the other transactions contemplated by this Agreement shall have been obtained. (g) The Parent Common Shares to be issued in the First Merger shall have been approved for listing on the NYSE, subject to official notice of issuance, and the TSX, subject to customary listing requirements.

Conditions to Obligation of Each Party to Effect the Mergers. The ------------------------------------------------------------ respective obligations of each party to effect the Mergers shall be subject to the satisfaction (or waiver by Parent and the Company to the extent permitted by applicable Law) fulfillment at or prior to the Closing Effective Time of each of the following conditions: (a) The Company Stockholder Approval shall have been obtained.obtained in accordance with applicable law and the Company's Articles of Organization and By-Laws and the applicable rules of The Nasdaq Stock Market, Inc.; (b) The Parent Shareholder Approval Registration Statement shall have been obtained. (c) The Form F-4 shall have become declared effective in accordance with the provisions of the Securities Act and no stop order suspending the such effectiveness of the Form F-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced.effect; (d) No injunction or similar Order by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect that prohibits or makes illegal the consummation of the Mergers or the Voting Trust Transaction. (e) If the STB shall have determined that the STB Voting Trust Approval is required and shall have notified Parent or the Company of such determination or made such determination public, then the STB Voting Trust Approval shall have been obtained. (fc) The authorizations required to be obtained from the COFECE and the IFT with respect to the Mergers and the other transactions contemplated by this Agreement shall have been obtained. (g) The shares of New Parent Common Shares Stock to be issued in the First Merger Mergers shall have been approved for listing on the NYSENasdaq National Market or the New York Stock Exchange; (d) any waiting period (and any extension thereof) applicable to the consummation of the Company Merger under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or been terminated; and (e) no preliminary or permanent injunction or other order, subject to official notice decree or ruling issued by a court of issuancecompetent jurisdiction or by a governmental, and regulatory or administrative agency or commission nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority shall be in effect, which would prevent the TSX, subject to customary listing requirementsconsummation of the Mergers.