Common use of Conditions to Obligations of Company Clause in Contracts

Conditions to Obligations of Company. The obligations of Company to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Company: (a) The representations and warranties of each of Parent and Subcorp set forth in Article IV shall be true and correct on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each of Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Date. (c) Each of Parent and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) On or prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliates.

Conditions to Obligations of Company. The obligations of the Company to consummate the Merger and the transactions contemplated hereby by this Agreement shall be subject to the fulfillment or the Company’s waiver, at or prior to the Closing, of each of the following conditions unless waived by Companyconditions: (a) The representations and warranties of each of Parent and Subcorp set forth Merger Sub contained in Article IV this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made on at and as of the Closing Date such date (except for those representations and warranties made that address matters only as of a specified date, the accuracy of which need shall be true and correct only determined as of the that specified datedate in all respects), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each of Parent and Subcorp Merger Sub shall have duly performed in all material respects each obligation and agreement and shall have complied in all material respects with all agreements, covenants and conditions required by this Agreement and each covenant of the Ancillary Documents to be performed and or complied with by it hereunder at or them prior to or on the Effective Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Parent and Merger Sub shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Each of Parent and Subcorp No injunction or restraining order shall have furnished Company with a certificate dated the Closing Date signed on behalf of it been issued by the Chairmanany Governmental Entity, President and be in effect, which restrains or prohibits any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedmaterial transaction contemplated hereby. (d) On or prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliates.

Conditions to Obligations of Company. The obligations of Company to consummate effect the Merger and the transactions contemplated hereby shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions unless waived by Company: (a) The (i) the representations and warranties of each of Parent and Subcorp set forth in Article IV this Agreement which are not qualified by the phrase "Material Adverse Effect on Parent" or otherwise qualified by materiality shall have been true and correct in all respects at and as of the date of this Agreement and shall be true and correct on the date hereof and on in all material respects at and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties speak as of a specified date (which representations and warranties shall be true and correct as of such date) and except to the extent contemplated by this Agreement, (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by the phrase "Material Adverse Effect on Parent" but are otherwise qualified by materiality shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, and (except for iii) the representations and warranties made as of a specified date, Parent set forth in this Agreement which need are qualified by the phrase "Material Adverse Effect on Parent" shall be true and correct only in all respects at and as of the specified date), except as affected by the transactions contemplated by date of this Agreement and except for such inaccuracies which have not had at and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each as of Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Date. (c) Each of Parent and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf as though made at and as of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) On or prior to the Closing Date, provided, however, that for purposes of determining the Parent Rights satisfaction of the condition contained in this clause (iii), such representations and warranties shall not have become exercisable be deemed to be true and correct in all respects unless the failure or transferable apart from the associated shares failures of Common Stock, no "Stock Acquisition Date" such representations and warranties to be so true and correct (without giving effect to any exception or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliates.Material Adverse Effect on Parent"

Conditions to Obligations of Company. The obligations obligation of Company to ------------------------------------ consummate the Merger and the transactions contemplated hereby shall be Closing is subject to the fulfillment satisfaction of the following conditions unless waived by Companyfurther conditions: (a) The representations and warranties of each of Parent and Subcorp set forth Sub contained in Article IV this Agreement at the time of its execution and delivery and in any certificate or other writing delivered by Parent or Sub pursuant hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall be true and correct on the date hereof and on and as of the Closing Date as though made on at and as of the Closing Date (except for representations or at and warranties made as of a specified date, which need be true and correct only as of the date specified with respect to any representation and warranty qualified by a specific date), except as affected by the transactions contemplated by this Agreement if made at and except for as of such inaccuracies which have not had and date with only such exceptions as would not in the aggregate reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each of No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or threatened by any third party before any court, arbitrator or governmental body, agency or official and be pending. (c) Parent and Subcorp Sub shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant all covenants required by this Agreement to be performed and complied with by it hereunder at or Parent and Sub prior to or at the Effective Date. (c) Each of Parent and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedClosing. (d) On or prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined No material adverse change in the condition (financial or otherwise), operations, assets, liabilities or business of Parent Rights Agreement) shall have occurred and since December 31, 2000, whether or not such change shall have been caused by the deliberate act or omission of Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliatesstockholders. (e) The Company and the Stockholders shall have received all documents, agreements and items, duly executed (where applicable) and delivered in form satisfactory to the Company, referred to in Section 7.02.

Conditions to Obligations of Company. The obligations of Company to consummate effect the Merger and the transactions contemplated hereby shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions unless waived by Company: (a) (i) The representations and warranties of each of Parent and Subcorp Merger Partner set forth in Article IV this Agreement which are qualified by a "Material Adverse Effect on Merger Partner" qualification shall be true and correct on in all respects as so qualified at and as of the date hereof of this Agreement and on at and as of the Closing Date as though made on at and as of the Closing Date and (except for ii) the representations and warranties made as of Merger Partner set forth in this Agreement which are not qualified by a specified date, which need "Material Adverse Effect on Merger Partner" qualification shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date except for such failures to be true and correct as would not, in the aggregate, have a Material Adverse Effect on Merger Partner; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are given as of a particular date or period and relate solely to such particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable), only as of the specified date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effectdate or period. (b) Each of Parent Merger Partner and Subcorp Sub each shall have performed in all material respects each obligation all covenants and agreement and shall have complied in all material respects with each covenant agreements required to be performed and complied with by it hereunder them under this Agreement at or prior to the Effective Closing Date. (c) Each of Parent and Subcorp Merger Partner shall have furnished furnish Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President its appropriate officers as to the effect that compliance with the conditions set forth in Sections 6.2(a) and (b) have been satisfied). (d) On or prior Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, counsel to Company, in form and substance reasonably satisfactory to Company, dated the Closing Date, a copy of which shall be furnished to Merger Partner, to the Parent Rights effect that (i) the Merger will be treated for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code and (ii) no gain or loss will be recognized by the stockholders of Company with respect to the receipt of Merger Partner Common Stock in exchange for Company Common Stock pursuant to the Merger (except to the extent of Cash Payments received and except with respect to cash received in lieu of a fractional share interest in Merger Partner Common Stock). In rendering such opinion, such counsel shall be entitled to receive and rely upon representations of officers of Company and Merger Partner as to such matters as such counsel may reasonably request. Notwithstanding the foregoing, this condition shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) be a condition if Company shall have occurred and taken any action or failed to take any action, which in any manner shall have been a cause of, or resulted in, the Parent Rights shall not have become nonredeemablefailure to obtain the opinion referred to in this subsection (d), in each case other than as a result of actions by Company or any of its Affiliatesfailures to take action which were reasonable under the circumstances.

Conditions to Obligations of Company. The obligations of Company Company’s obligation to consummate the Merger and to take the transactions contemplated hereby shall other actions required to be taken by the Company at the Closing is subject to the fulfillment satisfaction, at or prior to the Closing, of each of the following conditions unless (any of which may be waived by the Company:, in whole or in part): (a) The Representations, Warranties and Covenants of Parent and Sub. Parent and Sub shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by or as of the Effective Time, and, its representations and warranties of each of Parent and Subcorp set forth contained in Article IV this Agreement shall be true accurate and correct complete in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on the date hereof and on and Effective Time as of the Closing Date as though if made on and as of the Closing Date (such date, except for representations and warranties made as of a specified specific date, which need shall be true and correct only as of the specified such date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each At Closing, there shall be no material change in the Parent’s financial condition from that reflected in the pro forma financial statements of Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant provided to be performed and complied with by it hereunder at or Company prior to the Effective Datedate of this Agreement. (c) Each Prior to the Effective Time, Parent will have filed all periodic reports required by Sections 13 or 15 of the Securities Exchange Act, and the Company shall be reasonably satisfied with the contents thereof. (d) Officer’s Certificate of Parent. The Parent and Subcorp shall have furnished delivered to the Company with a certificate certificate, dated the Closing Date Effective Time and signed on behalf of it by the ChairmanParent’s chief executive officer, President or any Vice President to certifying that the effect that Parent has fulfilled the conditions set forth in Sections 6.2(a) and (b) have been satisfiedthis Section 5.01. (d) On or prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliates.

Conditions to Obligations of Company. The obligations of the Company to consummate consummate, or cause to be consummated, the Merger and Transactions to occur at the transactions contemplated hereby shall be Closing are subject to the fulfillment satisfaction of the following conditions unless additional conditions, any one or more of which may be waived in writing by CompanyCGAC: (a) The the representations and warranties contained in Section 4.1 (Organization, Good Standing, Corporate Power and Qualification), Section 4.2 (Capitalization and Voting Rights), Section 4.4 (Authorization), Section 4.10 (Brokers), Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2(a) (Capitalization and Voting Rights), Section 5.4 (Authorization) and Section 5.8 (Brokers) of each of Parent and Subcorp set forth in Article IV this Agreement shall be true and correct on the date hereof and on and in all but de minimis respects as of the Closing Date as though if made on at the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all but de minimis respects as of such earlier date. Each of the other representations and warranties of CGAC contained in this Agreement shall be true and correct in all respects as of the Closing Date (except for with respect to such representations and warranties made which speak as of a specified to an earlier date, which need representations and warranties shall be true and correct only at and as of the specified such date), except as affected by the transactions contemplated by this Agreement and ) except for inaccuracies or the failure of such inaccuracies which have representations and warranties to be true and correct that (without giving effect to any limitation as to “materiality” or “CGAC Material Adverse Effect” or another similar materiality qualification set forth therein, individually or in the aggregate, has not had had, and would not not, individually or in the aggregate, reasonably be expected to have in the reasonably foreseeable future a Parent CGAC Material Adverse Effect.; (b) Each each of Parent the covenants of CGAC and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant Merger Sub to be performed and complied with by it hereunder at or prior to the Effective Date. (c) Each as of Parent and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) On or prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) Date shall have occurred been performed in all material respects; (c) CGAC shall have delivered to the Company a certificate, dated the date of the Closing, signed by an officer of CGAC, certifying as to the satisfaction of the conditions specified in Section 9.3(a), Section 9.3(b) and Section 9.3(d); (d) absence of any CGAC Material Adverse Effect following the Parent Rights shall not have become nonredeemable, in each case execution of this Agreement that exists as of the Closing Date; and (e) other than that certain person identified as a result continuing directors in accordance with Section 8.6, all members of actions by Company or any the board of its Affiliatesdirectors and officers of CGAC shall have executed written resignations effective as of the Effective Time.

Conditions to Obligations of Company. The obligations of Company the Selling Shareholders to consummate the Merger and the transactions contemplated hereby by this Agreement shall be subject to the fulfillment or such Selling Shareholders’ waiver, at or prior to the Closing, of each of the following conditions unless waived by Companyconditions: (a) The Other than the representations and warranties of each Buyer contained in Section 4.01 and Section 4.03, the representations and warranties of Parent Buyer contained in this Agreement and Subcorp set forth in Article IV any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.03 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date (except for representations with the same effect as though made at and warranties made as of a specified such date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect. (b) Each of Parent and Subcorp Buyer shall have duly performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant all agreements, covenants and conditions required by this Agreement to be performed and or complied with by it hereunder at or prior to or on the Effective Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) Each of Parent and Subcorp No injunction or restraining order shall have furnished Company with a certificate dated the Closing Date signed on behalf of it been issued by the Chairmanany Governmental Authority, President and be in effect, which restrains or prohibits any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedmaterial transaction contemplated hereby. (d) On Buyer shall have delivered to the Selling Shareholders the Cash Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least two Business Days prior to the Closing Date, Date by the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" Selling Shareholders in a written notice to Buyer. (each as defined in the Parent Rights Agreemente) Buyer shall have occurred delivered to its transfer agent instructions with respect to the Purchase Price Shares, directing the issuance of the Purchase Price Shares to the Selling Shareholders as provided in Section 2.05. (f) Buyer shall have delivered to Selling Shareholders such other documents or instruments as Company s reasonably requests and are reasonably necessary to consummate the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions transactions contemplated by Company or any of its Affiliatesthis Agreement.

Conditions to Obligations of Company. The obligations obligation of the Company to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Company: (a) The representations and warranties of each of Parent and Subcorp set forth in Article IV shall be true and correct on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and except warranties of Parent set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for such inaccuracies which have not had and that would not reasonably be expected to have individually or in the reasonably foreseeable future aggregate have a Parent Material Adverse EffectEffect on Parent. (b) Each All of the obligations, covenants and agreements with which Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant or Merger Sub is required to be performed and complied with by it hereunder comply or that Parent or Merger Sub is required to perform under this Agreement at or prior to the Effective DateClosing shall have been complied with and performed in all material respects. (c) Each of Parent and Subcorp The Company shall have furnished Company with a certificate dated completed the Closing Date signed on behalf sale of it at least $5.5 million of Units (inclusive of the $750,000 investment by the Chairman, President or any Vice President to the effect that the conditions set forth Investor Group described in Sections 6.2(a) and (b) have been satisfiedSection 7.9 of this Agreement). (d) On LCC shall have entered into the LCC Merger Agreement and the LCC Merger Agreement shall not have been terminated by action of Parent, LCC Merger Sub, LCC or any of their respective shareholders. (e) The documents required to be delivered by Parent pursuant to Section 8.1 above shall have been delivered simultaneously with the Closing. (f) The conversions contemplated by the Preferred Stock Conversion Agreements and the Debenture Conversion Agreements shall have been completed immediately prior to the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its AffiliatesClosing.

Conditions to Obligations of Company. The obligations obligation of Company to consummate complete the Merger and to take the transactions contemplated hereby shall other actions required to be taken by Company at the Closing is subject to the fulfillment satisfaction at or prior to the Closing of each of the following conditions unless conditions, any one or more of which may be waived by CompanyCompany in whole or in part at or prior to the Closing: (a) The representations and warranties of each of Parent and Subcorp set forth Newco contained in Article IV shall this Agreement must have been true and correct in all material respects as of the date hereof, and must be true and correct on the date hereof and in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made and this Agreement had been delivered on and as of the Closing Date (except for Date; provided, however, that notwithstanding anything to the contrary contained in this Section 10.3 or elsewhere in this Agreement, no condition involving the accuracy of representations and warranties made as of a specified date, which need be true and correct only by Parent or Newco as of the specified date), except as affected by the transactions contemplated by date of this Agreement or the Closing Date or any other date or period, shall be deemed not fulfilled, and except for Company shall not be entitled to fail to consummate the Contemplated Transactions or to terminate this Agreement on such inaccuracies basis, if the respects in which such representations and warranties are inaccurate, would not, individually or in the aggregate, have not had and would not or reasonably be expected to have in a Material Adverse Effect (it being understood that, for purposes of determining the reasonably foreseeable future a Parent accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded). (b) Each All of the covenants, agreements and conditions of Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant Newco to be performed and or complied with by it hereunder at or prior to the Effective DateClosing pursuant to the terms of this Agreement, including without limitation, those set forth in Section 9.4, must have been duly performed and complied with in all material respects. (c) Each Parent shall be a reporting issuer in good standing in accordance with the laws of Parent the Province of Ontario, British Columbia and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedAlberta. (d) On or prior to The offer price for one Parent Consolidated Unit (including the Closing Date, the Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights AgreementWarrant) shall have occurred and the Parent Rights shall not have become nonredeemable, in each case other than as a result of actions by Company or any of its Affiliatesbe acceptable to Company.

Conditions to Obligations of Company. The obligations of Company to consummate effect the Merger and the transactions contemplated hereby shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions unless waived by Company: (a) The (i) the representations and warranties of each of Parent and Subcorp set forth in Article IV this Agreement which are not qualified by the phrase "Material Adverse Effect on Parent" or otherwise qualified by materiality shall have been true and correct in all respects at and as of the date of this Agreement and shall be true and correct on the date hereof and on in all material respects at and as of the Closing Date as though made at and as of the Closing Date, except to the extent such representations and warranties speak as of a specified date (which representations and warranties shall be true and correct as of such date) and except to the extent contemplated by this Agreement, (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by the phrase "Material Adverse Effect on Parent" but are otherwise qualified by materiality shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, and (except for iii) the representations and warranties made as of a specified date, Parent set forth in this Agreement which need are qualified by the phrase "Material Adverse Effect on Parent" shall be true and correct only in all respects at and as of the specified date), except as affected by the transactions contemplated by date of this Agreement and except at and as of the Closing Date as though made at and as of the Closing Date, provided, however, that for purposes of determining the satisfaction of the condition contained in this clause (iii), such inaccuracies which have not had representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct (without giving effect to any exception or "Material Adverse Effect on Parent" qualifier), individually or in the aggregate, results or would not reasonably be expected to have result in the reasonably foreseeable future a Parent Material Adverse EffectEffect on Parent. (b) Each of Parent and Subcorp Sub each shall have performed in all material respects each obligation all covenants and agreement and shall have complied in all material respects with each covenant agreements required to be performed and complied with by it hereunder them under this Agreement at or prior to the Effective Closing Date. (c) Each of Parent and Subcorp shall have furnished furnish Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President its appropriate officers as to the effect that compliance with the conditions set forth in Sections 6.2(a) and (b) have been satisfied). (d) On or prior to Company shall have received from Ernst & Young LLP letters dated (i) the effective date of the Registration Statement and (ii) the Closing Date, the with respect to certain financial information regarding Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined included in the Parent Rights Agreement) shall have occurred and the Parent Rights shall not have become nonredeemableRegistration Statement, in each case other than as a result in form and substance reasonably satisfactory to Company and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Registration Statement. (e) Company shall have received an opinion, dated the Closing Date, of actions the General Counsel of Parent, in the form previously agreed to by Company and Parent. (f) No suit, investigation, action or other proceeding shall be pending against Parent before any court or governmental agency which would result in the restraint or prohibition of its AffiliatesParent, or the obtaining of damages or other relief from Parent, in connection with this Agreement or the consummation of the transactions contemplated hereby which would in any such case, individually or in the aggregate, have a Material Adverse Effect on Parent.

Conditions to Obligations of Company. The obligations Unless waived in writing by the Company, the obligation of the Company hereunder to consummate the Merger and the transactions contemplated hereby shall be Transactions is subject to the fulfillment satisfaction at or prior to the Closing of the following conditions unless waived by Companyconditions: (a) The representations and warranties of each of Parent the Purchaser contained in this Agreement are true and Subcorp set forth accurate in Article IV all material respects (except that representations or warranties to the extent already qualified by materiality, Material Adverse Effect or a similar term shall be true and correct on the date hereof and in all respects) on and as of the Closing Date with the same effect as though made on and as of the Closing Date (except for representations and warranties made as of a specified such date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement and except for such inaccuracies which have not had and would not reasonably be expected to have in the reasonably foreseeable future a Parent Material Adverse Effect.; (b) Each of Parent and Subcorp The Purchaser shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant the covenants, agreements and conditions required to be performed and or complied with by it hereunder at or prior to the Effective Date. (c) Each of Parent and Subcorp shall have furnished Company with a certificate dated the Closing Date signed on behalf of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfied. (d) On or prior to the Closing Date; (c) The Company shall have received a certificate of the Purchaser certifying as to the matters in Sections 5.2(a) and (b); (d) The representations and warranties of the Company and its Subsidiaries, including the UK Subsidiary, contained in this Agreement are true and accurate in all material respects (except that (i) the representations and warranties contained in Section 2.2 (Capitalization; Subsidiaries) and (ii) each other representation or warranty to the extent already qualified by materiality, Material Adverse Effect or a similar term shall be true and correct in all respects) on and as of the Closing Date with the same effect as though made on and as of such date; (e) The Company and its Subsidiaries shall have performed and complied in all material respects with the covenants, agreements and conditions required to be performed or complied with by the Company and its Subsidiaries, including the UK Subsidiary, hereunder on or prior to the Closing Date; (f) The Company shall have received (A) a copy of the resolutions and/or written consents by which all actions on the part of the Purchaser necessary to approve this Agreement, the Parent Rights Transaction Documents and the transactions contemplated hereby and thereby were taken certified by the Secretary or an authorized officer of the Purchaser; (B) an incumbency certificate signed by an officer or officers of the Purchaser certifying the signature and office of each officer executing the Transaction Documents or any other agreement, certificate or other instrument executed pursuant hereto or thereto; (C) a copy of the organizational documents of the Purchaser, certified by the Secretary or an authorized officer of the Purchaser; and (D) good standing certificates or the applicable equivalent document for the Purchaser, issued as of a date which is no more than seven (7) business days before the Closing Date, by the applicable Governmental Authority; (g) The Company shall not have become exercisable or transferable apart from received evidence that the associated shares Purchaser shall pay in cash by wire transfer the Closing Consideration Cash Payment and cause the issuance of Common Stockthe Closing Consideration Shares at Closing; and (h) the Purchaser shall: (A) pay in cash by wire transfer all of the Company Expenses payable in cash at Closing, no "Stock Acquisition Date" or "Distribution Date" (each as defined set forth in the Parent Rights Agreement) shall have occurred Final Spreadsheet (and the Parent Rights shall not have become nonredeemable, as confirmed in each case other than applicable Company Expense Payoff Letter) and (B) cause the issuance of that portion of the Closing Consideration Shares allocated as a result of actions by Company or any of its AffiliatesExpenses in the Final Spreadsheet (and as confirmed in each applicable Company Expense Payoff Letter) at Closing.

Conditions to Obligations of Company. The obligations obligation of the Company to consummate the Merger and the transactions contemplated hereby shall be subject to the fulfillment of the following conditions unless waived by Company: (a) The representations and warranties of each of Parent and Subcorp set forth in Article IV shall be true and correct on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which need be true and correct only as of the specified date), except as affected by the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions: (a) Each of the representations and except warranties of Parent set forth in this Agreement (i) that are not qualified by materiality must have been true and correct in all material respects as of the Closing Date, and (ii) that are qualified by materiality must have been true and correct as of the Closing Date; except, in each case, for such inaccuracies which have not had and that would not reasonably be expected to have individually or in the reasonably foreseeable future aggregate have a Parent Material Adverse EffectEffect on Parent. (b) Each All of the obligations, covenants and agreements with which Parent and Subcorp shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each covenant or Merger Sub is required to be performed and complied with by it hereunder comply or that Parent or Merger Sub is required to perform under this Agreement at or prior to the Effective DateClosing shall have been complied with and performed in all material respects. (c) Each of Parent and Subcorp The Company shall have furnished Company received into its escrow account with a certificate dated the Closing Date signed on behalf Continental Stock Transfer & Trust Company, subscriptions for at least $3.25 million of it by the Chairman, President or any Vice President to the effect that the conditions set forth in Sections 6.2(a) and (b) have been satisfiedUnits. (d) On LCC shall have entered into the LCC Merger Agreement and the LCC Merger Agreement shall not have been terminated by action of Parent, LCC Merger Sub, LCC or any of their respective shareholders. (e) The documents required to be delivered by Parent pursuant to Section 8.1 above shall have been delivered simultaneously with the Closing. (f) The transactions contemplated by the Exchange Agreement shall have been completed immediately prior to the Closing Date, the Closing. (g) Parent Rights shall not have become exercisable or transferable apart from the associated shares of Common Stock, no "Stock Acquisition Date" or "Distribution Date" (each as defined in the Parent Rights Agreement) shall have occurred caused Amended and the Parent Rights shall not have become nonredeemableRestated Articles of Incorporation, in each case a form reasonably acceptable to the Company, to be filed with the Nevada Secretary creating the New Parent Preferred Stock and making such other than changes as a result of actions may reasonably be requested by Company or any of its Affiliatesthe Company.