Common use of Conditions to the Obligations of Buyer and Merger Subsidiary Clause in Contracts

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the Effective Time as if made at and as of such time, or in the case of representations and warranties made as of a specified date earlier than the Closing Date, on or as of such earlier date, and Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company attesting to the matters set forth in this Section 7.2.1; 7.2.2 Buyer shall have received all documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 Buyer shall have been furnished at the Closing with the opinions of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change in the consolidated results of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business of the Company and its Subsidiaries, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 10% of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result of the condition of or actions by Buyer or Merger Subsidiary; and 7.2.7 if requested by Buyer, the Effective Time shall occur on or after October 15, 1998.

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Time and the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in (disregarding all material respects exceptions therein for materiality and Material Adverse Effect) at and as of the Effective Time as if made at and as of such time, or in the case of time (except for representations and warranties made as of a specified date earlier than the Closing Datespecific date, on or which shall be true (disregarding all exceptions therein for materiality and Material Adverse Effect) at and as of such earlier date) with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect and Buyer (ii)Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer on behalf of the Company attesting to the matters set forth in this Section 7.2.1foregoing effect; 7.2.2 (b) Buyer shall have received all customary documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 Buyer shall have been furnished at the Closing with the opinions (c) all notices to and authorizations, consents, orders and approvals from applicable Franchise Authorities necessary to transfer control of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer Franchises in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change which in the consolidated results aggregate at least 90% of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business the Basic Subscribers of the Company and its SubsidiariesSubsidiaries are located shall have been obtained and be in effect (the 90% Threshold); provided that this condition will be deemed not to have been satisfied until the earliest of (i) the date upon which this condition would be satisfied if the percentage used for the 90% Threshold was 95% rather than 90%, taken as a whole, (ii) 30 days after the date upon which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 1090% Threshold is met and (iii) 20 business days prior to the first anniversary of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights;date hereof ; and 7.2.6 (d) Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result certificate signed by an executive officer on behalf of the condition Company in the form attached hereto as Exhibit C; (e) Buyer shall have received a certificate signed by an executive officer on behalf of or actions by Buyer or Merger SubsidiaryLTTH in the form attached hereto as Exhibit D; and 7.2.7 if requested by Buyer, (f) Either (i) CTE shall have issued approximately $75-100 million of equity or equity-linked instruments (which may include convertible debentures) in accordance with the Effective Time description of proposed transactions set forth in the Spin-Off Letter Ruling or (ii) the Internal Revenue Service shall occur on have issued to CTE a letter ruling supplementing the Spin-Off Letter Ruling which is reasonably satisfactory to Buyer and holds that the Company Distribution was tax-free under 355 of the Code irrespective of the issuance of such equity or after October 15, 1998equity-linked instruments.

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true when made and (x) in respect of those representations and warranties that are qualified as to materiality, shall be true at and as of the Effective Time as if made at and as of such time, any (y) in respect of those representations and warranties that are not so qualified, shall be true in all material respects at and as of the Effective Time as if made at and as of such time, or time (in each case except to the case of extent that such representations and warranties made speak as of a specified date an earlier than date); provided that the Closing Dateaccuracy of such representations and warranties at and as of the Effective Time shall be determined without reference to any actions, on claims or proceedings brought against the Company or any Subsidiary arising out of or as a result of such earlier date, the actions taken or proposed to be taken by the Company and its Subsidiaries pursuant to Section 1.07 hereof ("Section 1.07 Claims") and (ii) Buyer shall have received a certificate signed by each of the Chief Executive Officer Officer, the President and the Chief Financial Officer of the Company attesting to the matters set forth in this Section 7.2.1foregoing effect; 7.2.2 (b) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Merger or any of the transactions contemplated hereby or the effective operation of the business of the Company and the Subsidiaries after the Effective Time, and no proceeding which is likely to (i) prohibit, alter, prevent or materially delay the Merger, or (ii) except for any Section 1.07 Claims, prohibit, alter, prevent or materially delay the other transactions contemplated hereby shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending; (c) Buyer shall have received all documents it may reasonably request relating to a certificate signed by each of the existence President and the Chief Executive Officer of the Company and to the effect that neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(A)(ii) of the Code; (d) Buyer has obtained sufficient financing on terms satisfactory to it to (i) provide the Intercompany Loans, (ii) pay the Merger Consideration and consummate the authority Merger, (iii) retire, if necessary, the currently outstanding 11 1/4% Senior Subordinated Notes due 2007 issued under the Tekni-Plex Indenture, (iv) pay related fees and expenses not to exceed $8 million in the aggregate, and (v) provide undrawn revolving lines of Credit as contemplated by the Commitment Letters; provided that (x) Buyer shall not be obligated to draw down the bridge loan contemplated in the Bridge Loan Commitment Letter prior to the later of January 31, 1998 or 15 business days after the stockholders of the Company for this Agreement, all shall have voted to approve the Merger; and (y) Buyer acknowledges that the terms of the Financing described in form the Commitment Letters are reasonable and substance reasonably satisfactory to Buyer; 7.2.3 (e) the transactions described in Sections 1.06 and 1.07 shall have been, or concurrently will be, consummated; (f) the Company shall have obtained the consents listed on Schedule 3.04 (except with respect to any debt of any Subsidiary that Buyer elects not to repay as permitted by Section 1.06(b)); (g) Buyer shall have been furnished at received, in respect of any operations conducted in, and in respect of each facility or real property owned, leased or operated by the Closing Company or any Subsidiary which is located in, the State of New Jersey, evidence of full compliance by the Company with the opinions requirements of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed ISRA. Such evidence shall be in a form satisfactory to Buyer in a form reasonably acceptable its sole discretion and shall not impose upon Buyer, the Company or any Subsidiary any obligations or liabilities to Buyer; 7.2.4 there which Buyer shall not have consented in writing prior to the Closing. (h) no change shall have occurred between the date hereof and the Effective Time any Material Adverse Change in the consolidated results of operationsbusiness, assets, liabilities, financial condition, assetscapitalization, liabilities (whether absoluteoperations, accrued, contingent results of operations or otherwise), or business prospects of the Company or any Subsidiary and its SubsidiariesBuyer shall not have become aware of any facts not previously known by Buyer as of the date hereof that in either case, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders reasonable judgment of no more than 10% of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result of the condition of or actions by Buyer or Merger Subsidiary; and 7.2.7 if requested by Buyer, the Effective Time shall occur on have or after October 15, 1998.are likely to have a material adverse significance

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Time and the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in (disregarding all material respects exceptions therein for materiality and Material Adverse Effect) at and as of the Effective Time as if made at and as of such time, or in the case of time (except for representations and warranties made as of a specified date earlier than the Closing Datespecific date, on or which shall be true (disregarding all exceptions therein for materiality and Material Adverse Effect) at and as of such earlier date) with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect and (ii) Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer on behalf of the Company attesting to the matters set forth in this Section 7.2.1foregoing effect; 7.2.2 (b) Buyer shall have received all customary documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 Buyer shall have been furnished at the Closing with the opinions (c) all notices to and authorizations, consents, orders and approvals from applicable Franchise Authorities necessary to transfer control of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer Franchises in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change which in the consolidated results aggregate at least 90% of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business the Basic Subscribers of the Company and its SubsidiariesSubsidiaries are located shall have been obtained and be in effect (the "90% THRESHOLD"); provided that this condition will be deemed not to have been satisfied until the earliest of (i) the date upon which this condition would be satisfied if the percentage used for the 90% Threshold was 95% rather than 90%, taken as a whole, (ii) 30 days after the date upon which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 1090% Threshold is met and (iii) 20 business days prior to the first anniversary of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights;date hereof ; and 7.2.6 (d) Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result certificate signed by an executive officer on behalf of the condition Company in the form attached hereto as Exhibit C; (e) Buyer shall have received a certificate signed by an executive officer on behalf of or actions by Buyer or Merger SubsidiaryLTTH in the form attached hereto as Exhibit D; and 7.2.7 if requested by Buyer, (f) Either (i) CTE shall have issued approximately $75-100 million of equity or equity-linked instruments (which may include convertible debentures) in accordance with the Effective Time description of proposed transactions set forth in the Spin-Off Letter Ruling or (ii) the Internal Revenue Service shall occur on have issued to CTE a letter ruling supplementing the Spin-Off Letter Ruling which is reasonably satisfactory to Buyer and holds that the Company Distribution was tax-free under (S)355 of the Code irrespective of the issuance of such equity or after October 15, 1998equity-linked instruments.

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of the Buyer and Merger Subsidiary to consummate effect the Merger are shall be subject to the satisfaction fulfillment or waiver at the Closing Time of the following further additional conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (a) the Company shall have performed in all material respects all of its the covenants and obligations hereunder required to be performed by it at under this Agreement on or prior to the Effective Time, Closing Date; (b) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by (i) to the Company pursuant hereto extent qualified as to Material Adverse Effect shall be true and correct and (ii) to the extent not qualified by Material Adverse Effect shall be true and correct, except that, other than with respect to the representations and warranties set forth on Schedule 8.2(b) which shall be true and correct, this clause (ii) shall be deemed satisfied so long as any failures of such representations and warranties to be true and correct, taken together, do not have a Material Adverse Effect on the Company or its Subsidiaries, in all material respects at each case as of the date of this Agreement and as of the Effective Time Closing Date as if made at on and as of such time, dates (except to the extent that any such representation or in the case of representations and warranties warranty had by its terms been made as of a specified date earlier than the Closing Datespecific date, on in which case such representation or warranty shall have been true and correct as of such earlier specific date, and ); (c) Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer of the Company attesting as to the accuracy of the matters set forth in this Section 7.2.1Sections 8.2(a) and (b); 7.2.2 Buyer shall have received all documents it may reasonably request relating to the existence of the Company (d) All consents, registrations, approvals, permits and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 Buyer shall have been furnished at the Closing with the opinions of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change in the consolidated results of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business of the Company and its Subsidiaries, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 10% of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be authorizations required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as FCC and State Governmental Bodies shall have been obtained free of any regulatory conditions which would be reasonably likely to have a result of the condition of or actions by Material Adverse Effect on Buyer or Merger Subsidiarythe Company, pursuant to a Final Order. A "Final Order" means an action or decision as to which (i) no request for a stay is pending, no stay is in effect, and any deadline for filing such request that may be designated by statute or regulation has passed, (ii) no petition for rehearing or reconsideration or application for review is pending and the time for the filing of such petition or application had passed, (iii) no Governmental Entity has the action or decision under reconsideration on its own motion and the time within which it may effect such reconsideration has passed and (iv) no judicial appeal is pending or in effect and any deadline for filing any such appeal that may be designated by statute or rule has passed; and 7.2.7 if requested by Buyer, the Effective Time shall occur on or after October 15, 1998.

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, Time and the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in (disregarding all material respects exceptions therein for materiality and Material Adverse Effect) at and as of the Effective Time as if made at and as of such time, or in the case of time (except for representations and warranties made as of a specified date earlier than the Closing Datespecific date, on or which shall be true (disregarding all exceptions therein for materiality and Material Adverse Effect) at and as of such earlier date) with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect and Buyer (ii)Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer on behalf of the Company attesting to the matters set forth in this Section 7.2.1foregoing effect; 7.2.2 (b) Buyer shall have received all customary documents it may reasonably request relating to the existence of the Company and its Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer;; and 7.2.3 (c) 120 calendar days shall have elapsed after the effective time of the merger of Avalon Cable of Michigan Inc. (Avalon Cable) into Buyer shall have been furnished at the Closing occurred in accordance with the opinions Agreement and Plan of MilbankMerger dated as of June 3, Tweed1998, Xxxxxx & XxXxxx, special counsel to the Company, amended and Xxxxxxxx & Xxxx, Ltd., counsel to the Company, each dated the Closing Date, addressed to Buyer in a form reasonably acceptable to Buyer; 7.2.4 there shall not have occurred between the date hereof and the Effective Time any Material Adverse Change in the consolidated results of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business of the Company and its Subsidiaries, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 10% of the issued and outstanding Magic Shares shall have made the demands and given the notices required under Minnesota Law to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result of the condition of or actions by Buyer or Merger Subsidiary; and 7.2.7 if requested by Buyer, the Effective Time shall occur restated on or after October July 15, 1998, and further amended on August 11, 1998 (as amended from time to time, the Buyer Merger Agreement), among Buyer, Avalon Cable of Michigan Holdings Inc. and Avalon Cable.

Conditions to the Obligations of Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions: 7.2.1 except, in the case of representations and warranties, for any matters that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time, , (ii) the representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto hereto, disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true in all material respects at and as of the Effective Time as if made at and as of such time, or in the case of representations and warranties made as of a specified date earlier than the Closing Date, on or as of such earlier date, and time and (iii) Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer Chairman of the Company attesting to the matters set forth in this Section 7.2.1foregoing effect; 7.2.2 (b) there shall not be instituted or pending any action or proceeding by any government or governmental authority or agency, domestic or foreign, or by any other Person, domestic or foreign, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by the Merger, (ii) seeking to restrain or prohibit Buyer's ownership or operation (or that of its Affiliates) of all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Buyer and its Affiliates, taken as a whole, or to compel Buyer or any of its Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company and its Subsidiaries, taken as a whole, or of Buyer and its Affiliates, taken as a whole or (iii) that otherwise is likely to materially adversely affect the Company and its Subsidiaries, taken as a whole, or Buyer and its Affiliates, taken as a whole; (c) there shall not be any action taken, or any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to the Merger, by any court, government or governmental authority or agency, domestic or foreign, other than the application of the waiting period provisions of the HSR Act to the Merger, that is likely, directly or indirectly, to result in any of the consequences referred to in clauses (i) through (iii) of paragraph (b) above; (d) The Company shall have received all Required Consents in form and substance reasonably satisfactory to Buyer; (e) Buyer shall have received the resignation of the officers and directors of the Company as contemplated by Section 5.07; (f) Buyer shall have received all documents it may reasonably request relating to the existence of the Company and its the Subsidiaries and the authority of the Company for this Agreement, all in form and substance reasonably satisfactory to Buyer; 7.2.3 (g) Buyer shall have been furnished at received the Closing with the opinions opinion of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Company, and Xxxxxxxx & Xxxx, Ltd., counsel Company relating to the due organization of the Company, each dated its good standing in Delaware and Florida, the Closing Datedue authorization, addressed execution and enforceability of this Agreement, and the fact that, to Buyer the present knowledge of such counsel after inquiry of the officers of the Company, but without any other independent investigation, the representations set forth in a form reasonably acceptable to BuyerSection 3.04 hereof are true; 7.2.4 (h) At any time after the date of this Agreement, there shall not have occurred between the date hereof and the Effective Time any event or series of events having a Material Adverse Change in the consolidated results Effect; and (i) Holders of operations, financial condition, assets, liabilities (whether absolute, accrued, contingent or otherwise), or business of the Company and its Subsidiaries, taken as a whole, which Material Adverse Change has not been adequately reserved for in the Company Financial Statements; 7.2.5 holders of no more than 1015% of the issued and outstanding Magic Shares shall not have made delivered to the demands and given Company, within 20 days after the notices required under Minnesota Law date on which the Company Information Statement is mailed to assert dissenters' appraisal rights; 7.2.6 Buyer shall have received all regulatory approval for the Merger and the transactions contemplated thereby from the Mississippi Gaming Commission, the Louisiana Gaming Control Board, the Argentina Authorities and Nevada Authorities, except for such consents and approvals as may be required to be obtained from the Argentina Authorities in connection with the transactions contemplated hereby as a result stockholders of the condition Company, written notice of their intent to seek, or actions by Buyer or Merger Subsidiary; and 7.2.7 if requested by Buyerdemand for, appraisal of their shares under Section 262 of the Effective Time shall occur on or after October 15, 1998Delaware General Corporation Law.