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

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger shall have been approved by the requisite vote of the Company Shareholders, as required by the LBCL, the Company Articles of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (d) Any “subsequent offering period” as described in Section 1.1(a) shall have expired.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all partiesparties at or prior to the Effective Time: (a) This Agreement and the Merger The Company Stockholder Approval shall have been approved by the requisite vote of the Company Shareholders, as required by the LBCL, the Company Articles of Incorporation and the Company Bylawsobtained; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court Governmental Entity of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger (an “Injunction”) shall be in effect; provided, however, that the parties invoking any party seeking to assert this condition to its obligations shall use all commercially reasonable efforts to have any such order or injunction vacatedcomplied with its obligations set forth in Section 5.4; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer No Law shall have been fulfilled enacted or waived and Buyer shall have purchased all shares promulgated by any Governmental Entity of Company Common Stock validly tendered and not withdrawn pursuant to competent jurisdiction which restrains, enjoins, renders illegal or otherwise prohibits the Offer; andconsummation of the Merger and/or the other transactions contemplated by this Agreement; (d) Any “subsequent offering period” as described waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (e) The FCC Approvals and the State Approvals listed in Section 1.1(a6.1(e) of the Company Disclosure Letter shall have expiredbeen obtained and shall have become and remain effective; and (f) The Closing shall not occur before October 15, 2007.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) Each of the conditions set forth in Annex I shall have been satisfied or waived by Buyer, and Buyer or its permitted assignee shall have purchased the shares of Company Common Stock validly tendered and not withdrawn pursuant to the terms of the Initial Offer; provided, however, that this condition shall not be applicable to the obligations of Parent or Buyer if, in breach of this Agreement or the terms of the Initial Offer, Buyer or its permitted assignee fails to purchase any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Initial Offer; (b) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company ShareholdersStockholders, as if and to the extent required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (bc) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacated; (cd) Buyer shall have made All actions by or in respect of or filings with any Governmental Entity required to permit the Offer on the terms and conditions set forth herein, all conditions consummation of the Offer Merger shall have been fulfilled obtained or waived and Buyer shall have purchased all shares made (including the expiration or termination of Company Common Stock validly tendered and not withdrawn pursuant to any applicable waiting period under the OfferHSR Act); and (de) Any “subsequent The offering period” as described in Section 1.1(a) period with respect to the Subsequent Offer, if applicable, shall have expired.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company each party to effect the Merger are shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions, unless waived in writing by all parties: (a) This Agreement The Target Stockholders’ Approval and the Merger shall Parent Stockholders’ Approval must have been approved by the requisite vote of the Company Shareholders, as required by the LBCL, the Company Articles of Incorporation and the Company Bylaws;obtained. (b) No temporary restraining orderaction, preliminary suit or permanent injunction or other order issued proceeding instituted by any court of competent jurisdiction or other legal restraint or prohibition (including, any Governmental Authority may be pending and no statute, rule, regulationorder, decree or regulation and no injunction, order order, decree or decree proposedjudgment of any court or Governmental Authority of competent jurisdiction may be in effect, enactedin each case which would prohibit, enforcedrestrain, promulgated, issued enjoin or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing restrict the consummation of the Merger shall be in effectTransactions; provided, however, that the parties invoking party seeking to terminate this condition shall use Agreement pursuant to this subsection (b) must have used all commercially reasonable best efforts to have any prevent the entry of such order injunction or injunction vacated;other order. (c) Buyer shall The Registration Statement must have made become effective in accordance with the Offer on the terms and conditions set forth herein, all conditions provisions of the Offer shall have been fulfilled Securities Act and no stop order suspending the effectiveness of the Registration Statement may be in effect and no proceeding for such purpose may be pending before or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to threatened by the Offer; andSEC. (d) Any “subsequent offering period” as described Each of Target and Parent must have obtained all material permits, authorizations, consents, or approvals required to consummate the Transactions. (e) The Parent Common Shares to be issued in Section 1.1(a) shall the Merger must have expiredbeen approved for listing on the NASDAQ National Market, subject to official notice of issuance.

Conditions to the Obligation of Each Party. The respective obligations of Parentthe Company, Buyer Parent and the Company Merger Sub to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by Law) of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger No Law shall have been approved by enacted or promulgated after the requisite vote date hereof which prohibits the consummation of the Company Shareholders, as required Merger and there shall be no Order issued by a Governmental Entity of competent jurisdiction in effect prohibiting consummation of the LBCL, the Company Articles of Incorporation and the Company BylawsMerger; (b) No temporary restraining orderThe approvals, preliminary consents, and consultations that are required or permanent injunction or other order issued advisable, as determined by any court of competent jurisdiction or other legal restraint or prohibition (includingParent, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed by the applicable toCompetition Laws shall have been obtained, or any consent applicable waiting period thereunder shall have expired or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacatedbeen terminated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions No action or proceeding by any Governmental Entity of the Offer competent jurisdiction shall have been fulfilled commenced and be continuing that seeks to make illegal, enjoin or waived and Buyer prevent in any respect the transactions contemplated by this Agreement; (d) Merger Sub shall have purchased accepted for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (de) Any “subsequent offering period” as described in Section 1.1(a) The CVR Agreement shall have expiredbeen executed by Parent and the Rights Agent and be in full force and effect.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger shall have been approved adopted by the requisite vote of the Company ShareholdersStockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, including any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; providedPROVIDED, howeverHOWEVER, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacated;; and (c) Buyer shall have made All actions by or in respect of or filings with any Governmental Entity required to permit the Offer on the terms and conditions set forth herein, all conditions consummation of the Offer Merger shall have been fulfilled obtained or waived and Buyer shall have purchased all shares made (including the expiration or termination of Company Common Stock validly tendered and not withdrawn pursuant to any applicable waiting period under the Offer; and (d) Any “subsequent offering period” as described in Section 1.1(a) shall have expiredHSR Act).

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer Merger Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all partiesparties at or prior to the Effective Time: (a) This Agreement and the Merger shall have been approved adopted by the requisite vote of the Company ShareholdersStockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court Governmental Entity of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger (an “Injunction”) shall be in effect; provided, however, that each of the parties invoking this condition shall use all commercially reasonable efforts to have prevent the entry of any such order Injunction and to cause any such Injunction that may be entered to be vacated or injunction vacatedotherwise rendered of no effect; (c) Buyer shall have made the Offer on the terms and conditions set forth hereinNo statute, all conditions of the Offer rule or regulation shall have been fulfilled enacted or waived and Buyer shall have purchased all shares promulgated by any Governmental Entity of Company Common Stock validly tendered and not withdrawn pursuant to competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the Offerconsummation of the Merger or makes the Merger illegal; and (d) Any “subsequent offering period” as described All actions by or in Section 1.1(a) respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have expiredbeen obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act).

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company ShareholdersStockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacated;; and (c) Buyer shall have made All actions by or in respect of or filings with any Governmental Entity required to permit the Offer on the terms and conditions set forth herein, all conditions consummation of the Offer Merger shall have been fulfilled obtained or waived made (including any necessary approval by the FCC and Buyer shall have purchased all shares the expiration or termination of Company Common Stock validly tendered and not withdrawn pursuant to any applicable waiting period under the Offer; and (d) Any “subsequent offering period” as described in Section 1.1(a) shall have expiredHSR Act).

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) Sub shall have previously accepted for payment and paid for Shares pursuant to the Offer, except that neither Parent, Sub nor the Company shall be entitled to invoke this condition if it shall have been the cause of the failure of Sub to purchase Shares pursuant to the Offer in breach of its obligations under this Agreement. (b) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company Shareholders, Stockholders as required by the LBCLNGCL, the Company Articles of Incorporation and the Company Bylaws; (bc) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect, and there shall not be any legal requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal; provided, however, that the parties any party invoking this condition shall use have used all commercially reasonable efforts to have any such order or injunction vacated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (d) Any “subsequent offering period” as described All actions by or in Section 1.1(a) respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have expiredbeen obtained or made.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) Sub shall have previously accepted for payment and paid for Shares pursuant to the Offer, except that neither Parent, Sub nor the Company shall be entitled to invoke this condition if, in breach of its obligations under this Agreement, it shall have been the cause of the failure of Sub to purchase pursuant to the Offer Shares validly tendered and not withdrawn; (b) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company Shareholders, if any, as required by the LBCLCGCL, the Company Articles of Incorporation and the Company Bylaws; (bc) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, provided that the parties invoking party relying on this condition shall use have complied in all commercially reasonable efforts to have any such order or injunction vacated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offermaterial respects with its obligations under Section 6.4; and (d) Any “subsequent offering period” as described All actions by or in Section 1.1(a) respect of or filings with any Governmental Entity required to permit the consummation of the Offer and the Merger shall have expiredbeen obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act).

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer Sub and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) Sub shall have previously accepted for payment and paid for Shares pursuant to the Offer, except that neither Parent, Sub nor the Company shall be entitled to invoke this condition if it shall have been the cause of the failure of Sub to purchase Shares pursuant to the Offer in breach of its obligations under this Agreement. (b) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company Shareholders, Stockholders as required by the LBCLNGCL, the Company Articles of Incorporation and the Company Bylaws; (bc) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect, and there shall not be any legal requirement enacted or deemed applicable to the Merger that makes consummation of the Merger illegal; provided, howeverPROVIDED, that the parties any party invoking this condition shall use have used all commercially reasonable efforts to have any such order or injunction vacated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (d) Any “subsequent offering period” as described All actions by or in Section 1.1(a) respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have expiredbeen obtained or made.

Conditions to the Obligation of Each Party. The respective ------------------------------------------ obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company ShareholdersStockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition -------- ------- shall use all commercially reasonable efforts to have any such order or injunction vacated; (c) Buyer shall have made the Offer on the terms and conditions set forth herein, all conditions of the Offer shall have been fulfilled or waived and Buyer shall have purchased all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; and (d) Any “subsequent offering period” as described in Section 1.1(a) shall have expired.

Conditions to the Obligation of Each Party. The respective obligations of Parent, Buyer and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all partiesparties at or prior to the Effective Time: (a) This Agreement and the Merger shall have been approved adopted by the requisite vote of the Company ShareholdersStockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court Governmental Entity of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger (an ‘‘Injunction’’) shall be in effect; provided, however, that each of the parties invoking this condition shall use all commercially reasonable efforts to have prevent the entry of any such order Injunction and to cause any such Injunction that may be entered to be vacated or injunction vacatedotherwise rendered of no effect; (c) Buyer shall have made the Offer on the terms and conditions set forth hereinNo statute, all conditions of the Offer rule or regulation shall have been fulfilled enacted or waived and Buyer shall have purchased all shares promulgated by any Governmental Entity of Company Common Stock validly tendered and not withdrawn pursuant to competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the Offerconsummation of the Merger or makes the Merger illegal; and (d) Any “subsequent offering period” as described All actions by or in Section 1.1(a) respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have expiredbeen obtained or made (including the expiration or termination of any applicable waiting period under the HSR Act).

Conditions to the Obligation of Each Party. The ------------------------------------------ respective obligations of Parent, Buyer Purchaser and the Company to effect the Merger are subject to the satisfaction of the following conditions, unless waived in writing by all parties: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote of the Company ShareholdersCompany's stockholders, as required by the LBCLDGCL, the Company Articles Certificate of Incorporation and the Company Bylaws; (b) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have any such order or injunction vacated;; and (c) Buyer shall have made All actions by or in respect of or filings with any Governmental Entity required to permit the Offer on the terms and conditions set forth herein, all conditions consummation of the Offer Merger shall have been fulfilled obtained or waived made (including any necessary approval by the FCC and Buyer shall have purchased all shares the expiration or termination of Company Common Stock validly tendered and not withdrawn pursuant to any applicable waiting period under the Offer; and (d) Any “subsequent offering period” as described in Section 1.1(a) shall have expiredHSR Act).