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

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company and the Investors to consummate the Mergers Investment and the other transactions contemplated hereby are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Company Stockholder Approval Approvals shall have been obtainedobtained in accordance with the Investment Advisers Act, the Investment Company Act, the NYSE Rules and, if required by Maryland Law, Maryland Law; (ib) any waiting period (or any extension thereof) applicable to no Applicable Law shall prohibit the consummation of the Mergers under Investment and the HSR Act, and other transactions contemplated hereby; (c) (i) there shall not have been instituted or pending any commitment to, action or agreement with, proceeding by any Governmental Authority challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation ofof the Investment, seeking to obtain material damages or not otherwise directly or indirectly relating to consummate before a certain date the transactions in connection with the Investment or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been grantedother transactions contemplated by this Agreement, and (ii) the applicable waiting periods (there shall not have been any action taken, or any extensions thereof) Applicable Law enacted, enforced, promulgated, issued or clearancedeemed applicable to the Investment, as applicableby any Governmental Authority, under that, in the Antitrust Laws reasonable judgment of Saratoga and the Company, is likely, directly or Foreign Investment Laws indirectly, to result in any of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no consequences referred to in clause (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceabove; (d) The Parent Shares the Company or a Subsidiary of the Company shall have entered into the Replacement Facility with the Replacement Lender, effective as of the Closing, all conditions to be issued in borrowing under the First Merger Replacement Facility shall have been satisfied, and such other Parent Shares the Company or a Subsidiary of the Company shall have the right, at or immediately following the Closing, to be reserved for issuance immediately draw down under the Replacement Facility an amount of cash at least equal to (i) the remaining portion of the Loan Repayment after applying the aggregate proceeds received in connection with the First Merger Investment, plus (ii) all fees and expenses accrued or payable by the Company as of the Closing or immediately thereafter with respect to the transactions contemplated by this Agreement and the Replacement Facility (in accordance with the terms set forth in such document), and all commercially reasonable steps required to make the Loan Repayment shall have been approved for listing on NASDAQ, subject to official notice of issuancetaken; and (e) The Form S-4 all actions by or in respect of, or filings with, any Governmental Authority, required to permit the consummation of the Investment and the other transactions contemplated hereby, shall have been declared effective by the SEC under the Securities Acttaken, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated made or threatened (and not withdrawn) by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of each party the parties to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II fulfillment at or prior to the First Effective Time of the following conditions: (a) this Agreement and the Requisite Stockholder Approval Merger shall have been obtainedadopted by the requisite vote of the stockholders of the Company in accordance with the DGCL; (ib) none of the parties hereto shall be subject to any waiting period (law, order, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any extension thereof) applicable to governmental authority of competent jurisdiction that prohibits the consummation of the Mergers under the HSR Act, and any commitment to, Merger or agreement with, any Governmental Authority to delay makes the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedMerger illegal; (c) no (i) Law or Order the Registration Statement shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect, and no proceedings proceeding for that purpose shall have been initiated or threatened (by the SEC and not concluded or withdrawn; (d) by the SECissuance of the shares of CytRx Common Stock to be issued as the Initial Merger Consideration shall be exempt from registration, or shall have been appropriately registered or qualified, under applicable state securities laws; (e) the shares of CytRx Common Stock to be issued as part of the Initial Merger Consideration shall have been approved for listing on The Nasdaq Capital Market, effective upon notice of issuance; and (f) there shall not be pending any action, suit or other proceeding (i) seeking to restrain or prohibit the consummation of the Merger or seeking to obtain from CytRx or Merger Subsidiary in connection with the Merger any damages that are material in relation to CytRx, or seeking to obtain from the Company any damages that are material in relation to the Company, (ii) seeking the sale, divestiture or disposition of any material assets or businesses of the Company, or (iii) otherwise seeking to limit the freedom of action of CytRx with respect to the material assets or businesses of the Company or of the Surviving Corporation.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Mergers Merger are subject to the satisfaction or waiver in writing (to the extent not prohibited by Lawwhere permissible) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite The Company Stockholder Approval shall have been obtained;obtained by the Company. (b) (i) any Any applicable waiting period (or and any extension thereof) applicable to under the HSR Act required for the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, and (ii) any waiting period under any antitrust or competition Laws of any other applicable jurisdiction required for the applicable waiting periods consummation of the Merger shall have expired or been terminated and all other foreign antitrust and competition approvals required to consummate the Merger shall have been obtained (or any extensions thereof) or clearancecollectively, as applicable, under the “Foreign Antitrust Laws and Approvals”), but only if, in the case of Foreign Antitrust Laws and Approvals, such Foreign Antitrust Laws and Approvals (A) if not expired, terminated or Foreign Investment Laws obtained would have a material suspensory effect, (B) if not obtained would reasonably be expected to result in material limitations on the ownership or operation by Parent of the jurisdictions set forth on Section 6.3(aassets of Parent, its Subsidiaries or the Surviving Corporation or (C) if not obtained, would subject Parent or Purchaser to the payment of the Company Disclosure Letter shall have expired, been terminated a material fine or been obtained;penalty. (c) no (i) Law or Order No Governmental Authority shall have been enacted, issued, enteredpromulgated, promulgated enforced or enacted that restrainsentered any Law, enjoinsinjunction, order, decree or otherwise prohibits ruling (whether temporary, preliminary or makes permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECMerger.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, LLC, Merger Sub and Parent to consummate the Mergers are shall be subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) This Agreement, the Requisite Stockholder Approval Mergers and the transactions contemplated hereby shall have been obtained;approved and adopted by the shareholders of the Company entitled to vote thereon in the manner required by all Applicable Laws. (ib) Any applicable waiting periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the Mergers notwithstanding expiration of such waiting period (periods) under the HSR Act or any extension thereofAgreed Foreign Approvals relating to the Mergers and the transactions contemplated by this Agreement shall have expired or been terminated. (c) applicable to No provision of any Applicable Laws and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Mergers under or the HSR Act, and transactions contemplated by this Agreement. (d) There shall not be pending any commitment to, or agreement with, action by any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law challenging or Order shall have been issued, entered, promulgated seeking to restrain or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force or any of the other transactions contemplated by this Agreement, (ii) injunctionseeking to prohibit or limit the ownership or operation by Parent, Order the Surviving Corporation or award restraining or enjoiningany of their respective subsidiaries of, or otherwise prohibitingto compel Parent, the consummation Surviving Corporation or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Parent, the Company or any of their respective subsidiaries, as a result of the Mergers shall have been issued or any of the other transactions contemplated by this Agreement or (iii) seeking to prohibit Parent or any Governmental Authority having jurisdiction over any party and remain in force; (d) The subsidiary of Parent Shares to be issued in from effectively controlling the First Merger and such other Parent Shares to be reserved for issuance in connection with business or operations of the First Merger shall have been approved for listing on NASDAQ, subject to official notice Company or the subsidiaries of issuance; andthe Company. (e) The Form S-4 Commission shall have been declared the Registration Statement effective by the SEC under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain be in effect, effect and no proceedings for that such purpose shall have been initiated be pending before or threatened (and not withdrawn) by the SECCommission or any state securities administrator.

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent not prohibited permitted by Law) waiver by the Company, Parent, Merger Sub I Company and Merger Sub II Parent at or prior to the First Effective Time Closing of the following conditions: (a) Parent shall have obtained the Requisite Parent Stockholder Approval and the Company shall have been obtainedobtained the Company Stockholder Approval; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (iib) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger Stock Issuance shall have been approved for listing on NASDAQ, subject to official notice of issuance; and; (ec) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued become effective under the Securities Act and shall not be the subject of any stop order or any Proceedings by or before the SEC seeking a stop order; (d) (i) any applicable waiting period (and any extension thereof, including under any agreement between a party and a Governmental Authority agreeing not to consummate the Merger prior to a certain date) under the HSR Act relating to the consummation of the Merger shall have expired or early termination thereof shall have been granted and (ii) each Consent from a Governmental Authority required to be obtained with respect to the Merger under any Antitrust Law set forth on Section 6.1(d) of the Company Disclosure Letter shall have been obtained and shall remain in full force and effect, in each case, without the imposition, individually or in the aggregate, of an Unacceptable Condition; (e) no Governmental Authority of competent jurisdiction shall have issued or entered any Order after the date of this Agreement, and no proceedings for that purpose Law shall have been initiated enacted or threatened promulgated after the date of this Agreement, in each case, that (whether temporary or permanent) is then in effect and not withdrawnhas the effect of (i) restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement or (ii) resulting, individually or in the SECaggregate, in an Unacceptable Condition (any such Order or Law in clause (i) or (ii), a “Restraint”).

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Acquiror to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Company Stockholder Approval shall have been obtained; (ib) any the waiting period (or and any extension thereof) applicable to the consummation of the Mergers Merger under the HSR Act, Act and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the other applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a9.1(b) of the Company Disclosure Letter Schedule shall have been terminated or shall have expired, and all consents, approvals, permits, authorizations and waiting periods under all Antitrust Laws set forth in Section 9.1(b) of the Company Disclosure Schedule, and all consents, approvals, permits, authorizations and waiting periods or waiting periods of Governmental Entities set forth in Section 9.1(b) of the Company Disclosure Schedule to the Merger, shall have been terminated obtained or been obtained;expired, as the case may be; and (c) no (i) Law temporary restraining order, preliminary or Order permanent injunction or other judgment, order or decree issued by a court or agency of competent jurisdiction located in the United States or in another jurisdiction outside of the United States in which the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, engage in business activities that prohibits the consummation of the Merger shall have been issued and remain in effect, and no Law shall have been enacted, issued, enforced, entered, or promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force Merger or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation any of the Mergers shall have been issued other material transactions contemplated by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECthis Agreement.

Conditions to the Obligations of Each Party. The respective obligations of each party Party to consummate the Mergers Asset Purchase are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Asset Closing of the following conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by applicable Law: (a) the Requisite Stockholder Approval shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the all applicable waiting periods (or and any extensions thereof) or clearance, as applicable, under the HSR Act will have expired or otherwise been terminated; (b) (x) no Action commenced by any Governmental Antitrust Laws Entity located in the United States pursuant to any applicable Competition Law shall be pending before any U.S. Governmental Body wherein an unfavorable Order would (i) prevent or Foreign Investment Laws prohibit consummation of any of the jurisdictions set forth on Section 6.3(aTransactions, or (ii) cause any of the Company Disclosure Letter Transactions to be rescinded following consummation, and (y) no such Order shall have expired, been terminated or been obtainedbe in effect; (c) no (i) provision of any applicable Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, making illegal or otherwise prohibits preventing or makes illegal prohibiting the consummation of any of the Mergers Transactions shall be in effect and remains in force no temporary, preliminary or (ii) injunction, permanent Order preventing or award restraining or enjoining, or otherwise prohibiting, prohibiting the consummation of any of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain Transactions will be in forceeffect; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger Appraisal Report shall have been approved received by each of SunGard Data and Parent and, based on the Fair Market Value (after giving effect to any portion of the Purchased Assets to be excluded from this Agreement pursuant to Section 3.1(c)), the total gain for listing U.S. Federal income tax purposes projected to be recognized by the Company in respect of the sale of the Purchased Assets (after taking into account the Base Purchase Price, adjustments to the Purchase Price, the amount of Assumed Liabilities and any deductions allowed, or increases in the tax basis of the Purchased Assets, on NASDAQ, subject to official notice account of issuancethe Assumed Liabilities) does not exceed the Maximum Gain; and (e) The Form S-4 the IRS Ruling shall have been declared effective received by the SEC under the Securities Acteach of SunGard Data and Parent, no stop order suspending the effectiveness of the Form S-4 and shall not have been issued by the SEC and remain withdrawn or revoked in effect, and no proceedings for that purpose shall have been initiated whole or threatened (and not withdrawn) by the SECin part.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, SpinCo, Parent and Merger Sub to consummate the Mergers Merger are subject to the satisfaction or (or, to the extent not prohibited permitted by Applicable Law) , waiver by Parent and the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time ) of the following conditions: (a) the Requisite Stockholder Approval Internal Reorganization, the Direct Sale and the Distribution shall have been obtainedconsummated in all material respects in accordance with the Separation Agreement; (ib) any waiting period (or any extension thereof) applicable each Registration Statement, to the consummation of the Mergers under the HSR Actextent required, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities 1933 Act or have become effective under the 1934 Act, as applicable, and no stop order suspending the effectiveness of the Form S-4 either Registration Statement shall have been issued by the SEC and remain no litigation, suit, proceeding or action for such purpose shall be pending before the SEC; (c) the shares of Parent Common Stock to be issued in effect, and no proceedings for that purpose the Merger shall have been initiated approved for listing on the New York Stock Exchange, subject to official notice of issuance; (d) the Parent Stockholder Approval shall have been obtained; (e) any applicable waiting period under the HSR Act relating to the Merger shall have expired or threatened been terminated; (f) all material actions by, consents or approvals of, or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained, including the governmental authorizations set forth in Section 9.01(f) of the SpinCo Disclosure Schedule, and not withdrawnshall be in full force and effect; and (g) by no court of competent jurisdiction or other Governmental Authority shall have enacted or issued any Applicable Law that is still in effect restraining, enjoining or prohibiting the SECInternal Reorganization, the Direct Sale, the Distribution or the Merger.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Mergers Merger are subject to the satisfaction or waiver by each party (to the extent not prohibited permitted by Applicable Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) no Applicable Law shall be in effect which prohibits the consummation of the Merger; (c) (i) any applicable waiting period (or extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated and (ii) the applicable waiting period under the Dutch Competition Act (Mededingingswet) of 22 May 1997, as amended, relating to the transactions contemplated by this Agreement shall have expired or an approval of the Dutch Competition Authority (Nederlandse Mededingingsautoriteit) allowing the parties to complete the Merger shall have been obtained; (id) any waiting period all other consents and approvals of (or any extension thereoffilings or registrations with) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay required in connection with the consummation ofexecution, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof delivery and performance of this Agreement shall have been grantedobtained or made, except for (i) filings to be made after the Effective Time and (ii) any such consent, approval, filing or registration the applicable waiting periods (failure of which to obtain or any extensions thereof) make would not reasonably be expected to have, individually or clearancein the aggregate, as applicable, under the Antitrust Laws a Company Material Adverse Effect or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtaineda Parent Material Adverse Effect; (ce) no (i) Law or Order the Registration Statement shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal declared effective and no stop order suspending the consummation effectiveness of the Mergers Registration Statement shall be in effect and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, no proceedings for such purpose shall be pending before the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;SEC; and (df) The the shares of Parent Shares Stock to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQthe New York Stock Exchange, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: (a) this Agreement and the Requisite Stockholder Approval Merger shall have been obtainedapproved and adopted by the Board of Directors of Gold Xxxx; (ib) any waiting period (or any extension thereof) applicable to this Agreement and the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof Merger shall have been granted, approved and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws adopted by a majority of the jurisdictions set forth on Section 6.3(a) all shares of the Company Disclosure Letter shall have expiredCommon Stock entitled to vote thereon, been terminated or been obtainedin accordance with Section 14-2-1103 of the GBCC, and by a majority of the shares of the Company Common Stock entitled to vote thereon held by the Public Shareholders, in accordance with the conflicting interest "safe harbor" provided by Section 14-2863 of the GBCC; (c) no (i) Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order shall have been issued(whether temporary, entered, promulgated preliminary or enacted that restrains, enjoins, permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibits or makes illegal the prohibiting consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The Parent Shares all actions by or in respect of or filings with any Governmental Authority required to be issued in permit the First Merger and such other Parent Shares to be reserved for issuance in connection with consummation of the First Merger shall have been approved for listing on NASDAQobtained, subject to official notice other than the filing of issuancethe requisite articles or certificate of merger with the Secretary of State of Georgia; and (e) The Form S-4 at the time of mailing of the Company Proxy Statement, at the time of the Company Shareholder Meeting and at the Effective Time, R- H shall have been declared effective reaffirmed in writing the fairness opinion previously prepared and delivered by it to the SEC under Special Committee and R-H shall not have withdrawn such opinion; and (f) there shall be no action, suit, investigation or proceeding pending against, or to the Securities Act, no stop order suspending the effectiveness knowledge of the Form S-4 shall have been issued by Company or Buyer, threatened against or affecting, the SEC and remain Company, Buyer or any of their respective officers or directors, which in effectany manner challenges or seeks to prevent, and no proceedings for that purpose shall have been initiated enjoin, alter or threatened (and not withdrawn) by materially delay the SECMerger or any of the other transactions contemplated hereby.

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate effect the Mergers Transactions are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time Closing of the following conditionsconditions precedent: (a) This Agreement and the Requisite Stockholder Approval issuance of the Shares hereunder shall have been obtainedduly approved by the stockholders of the Company entitled to vote with respect thereto in accordance with applicable law and the Certificate of Incorporation and By-laws of the Company; (ib) any waiting period (or any extension thereof) applicable Subject to the consummation terms and provisions of Section 6.1 hereof, there shall not be in effect any statute, rule, regulation, executive order, decree, ruling or injunction or other order of a court or governmental or regulatory agency of competent jurisdiction directing that the Mergers under the HSR Act, and any commitment toTransactions not be consummated, or agreement withmaking such consummation unlawful; provided, however, that, subject to the terms and provisions herein provided, prior to invoking this condition each party shall use its reasonable efforts to have any Governmental Authority to delay the consummation ofsuch decree, ruling, injunction or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedorder vacated; (c) no (i) Law or Order shall have been issuedSubject to the terms and provisions herein provided, enteredall third party and governmental consents, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal orders and approvals legally required for the consummation of the Mergers Transactions shall have been obtained and remains be in force effect at the Closing, including, without limitation, any consent necessary to provide that the Transactions will not result in the acceleration or vesting of any rights of any third party in agreements with the Company or any Subsidiary or otherwise, as a result of the Transactions (ii) injunctionprovided that only those third party consents necessary to vest in the Company title to the Fiber Ring Assets or those consents, Order orders or award restraining approvals, the failure of which to obtain would not, individually or enjoiningin the aggregate, be reasonably expected to have a Material Adverse Effect on the Company or otherwise prohibiting, which would prohibit or materially limit or restrict the consummation of the Mergers Transactions, shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;serve as conditions precedent to the obligations of either party); and (d) The Parent Shares to be issued in the First Merger Company and such other Parent Shares to be reserved for issuance in connection with the First Merger Buyer (or one or more affiliates of Buyer) shall have been approved for listing on NASDAQentered into a mutually acceptable maintenance and transition services agreement related to the Fiber Ring Assets (the "Maintenance Agreement"), subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain containing terms as set forth in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECExhibit C hereto.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval this Agreement shall have been obtainedapproved and adopted by the stockholders of the Company in accordance with Delaware Law (except that this condition shall be deemed satisfied if Buyer and/or Merger Subsidiary shall have acquired 90% or more of the outstanding Shares); (ib) no Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued or enforced any waiting period (statute, regulation, decree, injunction or any extension thereof) applicable to other order which prohibits the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedMerger; (c) no (i) Law or Order shall have been issuedwith respect to the obligations of Buyer and Merger Subsidiary, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation each of the Mergers representations and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation warranties of the Mergers Company contained in this Agreement shall be true and correct as of the Effective Time as though made on and as of the Effective Time, except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of a particular date need be true and correct only as of such date, except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not reasonably be expected to have, and have been issued by any Governmental Authority having jurisdiction over any party and remain in forcenot had, a Company Material Adverse Effect; (d) The Parent Shares with respect to the obligations of the Company, each of the representations and warranties of Buyer contained in this Agreement shall be true and correct as of the Effective Time, as though made on and as of the Effective Time, except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of a particular date need be true and correct as of such date, except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be issued in the First Merger true and such other Parent Shares correct would not reasonably be expected to be reserved for issuance in connection with the First Merger shall have, and have been approved for listing on NASDAQnot had, subject to official notice of issuancea Buyer Material Adverse Effect, and; and (e) The Form S-4 Merger Subsidiary shall have been declared effective by (i) amended the SEC under Offer pursuant to Article I hereof and (ii) purchased, pursuant to the Securities Actterms and conditions of such Offer, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (all Shares duly tendered and not withdrawn; provided, however, that neither Buyer nor Merger Subsidiary shall be entitled to rely on the condition in clause (ii) by above if either of them shall have failed to purchase Shares pursuant to the SECOffer in breach of their obligations under this Agreement.

Conditions to the Obligations of Each Party. The respective obligations of each party the ------------------------------------------- Company, Merger Sub and Parent to consummate the Mergers are Merger shall be subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (ai) This Agreement, the Requisite Stockholder Approval Merger and the transactions contemplated hereby shall have been obtained; (i) any waiting period (or any extension thereof) applicable to approved and adopted by the consummation stockholders of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Company entitled to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been grantedvote thereon, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws issuance of the jurisdictions set forth on Section 6.3(a) shares of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares Class A Common Stock to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQby the stockholders of Parent entitled to vote thereon, subject in each case in the manner required by all Applicable Laws and the applicable rules of the Nasdaq Stock Market, Inc. (b) Any applicable waiting periods (and any extensions thereof, including any written commitment to official notice an HSR Authority to defer or delay consummation of issuance; andthe Merger notwithstanding expiration of such waiting periods) under the HSR Act or any Foreign Antitrust Laws relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated. (c) No provision of any Applicable Laws and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Merger or the transactions contemplated by this Agreement. (d) There shall not be pending any action by any Governmental Authority (i) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by Parent, the Surviving Corporation or any of their respective subsidiaries of, or to compel Parent, the Surviving Corporation or any of their respective subsidiaries to dispose of or hold separate, any portion of the business or assets of Parent, the Company or any of their respective subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement or (iii) seeking to prohibit Parent or any subsidiary of Parent from effectively controlling the business or operations of the Company or the subsidiaries of the Company. (e) The Form S-4 Commission shall have been declared the Registration Statement effective by the SEC under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain be in effect, effect and no proceedings for that such purpose shall have been initiated be pending before or threatened (and not withdrawn) by the SECCommission or any state securities administrator.

Conditions to the Obligations of Each Party. The respective obligations of each party Seller and Buyer to consummate the Mergers Acquisition are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) No provision of any applicable domestic (whether federal, state or local) or foreign law or regulation and no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval effect of making the Acquisition or the Financing illegal or shall have been obtained; (i) any waiting period (otherwise restrain or any extension thereof) applicable to prohibit the consummation of the Mergers Acquisition or the Financing (each party agreeing to use its best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted), except for any law or regulation the violation of which would not, singly or in the aggregate, reasonably be expected to (i) have a Buyer Material Adverse Effect (after giving effect to the Acquisition), (ii) result in a criminal violation (other than a misdemeanor the only penalty for which is a monetary fine), or (iii) result in Buyer or its subsidiaries failing to meet the standards for licensing, suitability or character set by any foreign, federal, state or local authority relating to the conduct of Buyer's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) could reasonably be expected to have a Buyer Material Adverse Effect (after giving effect to the Acquisition); (b) the waiting period applicable to consummation of the Acquisition and the Financing under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law or Order the BFI Merger shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;declared effective; and (d) The Parent Shares the Simultaneous Stock Transaction shall be prepared to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECclose.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Newco to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) if required by the Requisite Stockholder Approval Georgia Law, this Agreement shall have been obtainedapproved and adopted by the shareholders of the Company in accordance with such Law; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter Merger shall have expired, been terminated or been obtained; (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order or decree shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The Parent Shares with respect to the obligations of Buyer and Newco, all outstanding employee stock options shall be issued canceled upon delivery at the Effective Time of the consideration described in Section 2.05; (e) with respect to the First Merger obligations of Buyer and Newco, there shall not have been a breach of any representation or warranty of the Company set forth in Sections 4.06(b), 4.06(c), 4.11, 4.19 and 4.24 of this Agreement when made or as of immediately prior to the Effective Time, except in each case that with respect to any such other Parent Shares to be reserved for issuance in connection with representation and warranty that speaks as of a specific date or time, there shall not have been a breach thereof as of such date or time and the First Merger Company shall have performed or complied in all material respects with each covenant or agreement of it set forth in this Agreement; (f) with respect to the obligations of Buyer and Newco, the individuals who are party to the Consulting and Non-Competition Agreements, the forms of which are attached hereto as Exhibits A, B, C, D, E and F, shall have executed and delivered to Buyer counterparts to such agreements; (g) this Agreement shall not have been approved for listing on NASDAQ, subject to official notice of issuanceterminated in accordance with its terms; and (eh) The Form S-4 with respect to the obligations of Buyer and Newco, on the one hand, the representations and warranties of the Company contained herein shall have been declared effective be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (after giving effect to the disclosures made by the SEC under Company in any disclosure schedules delivered hereto, but disregarding any materiality qualifications contained within the Securities Actbody of such representations and warranties, no stop order suspending including, without limitation, Section 4.07(d)) would not, in the effectiveness aggregate, have a Material Adverse Effect and, with respect to the obligations of the Form S-4 Company, on the other hand, the representations and warranties of Buyer or Newco contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (disregarding any materiality qualifications contained within the body of such representations and warranties) would not, in the aggregate, have been issued by a material adverse effect on the SEC business, assets, condition (financial or otherwise) or results of operations of Buyer and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECNewco.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Subsidiary to consummate the Mergers are Merger shall be subject to the satisfaction or (to the extent not prohibited by Law) written waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time Closing Date of the following conditions: (a) the Requisite Company Stockholder Approval in accordance with Applicable Laws and rules and policies of The NASDAQ Stock Market shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (cb) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain hereto shall have issued, enacted, promulgated, enforced or entered any order, executive order, stay, decree, judgment, injunction or other action that is in forceeffect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; (c) no Applicable Law shall have been adopted that makes consummation of the Merger or the other transactions contemplated by this Agreement illegal or otherwise prohibited; (d) The Parent Shares to be issued in other than the First Merger and such other Parent Shares to be reserved for issuance filing of the certificate of merger, all authorization, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority in connection with the First Merger or the consummation of the other transactions contemplated by this Agreement, the failure of which would reasonably be expected to have a Material Adverse Effect or a Parent Material Adverse Effect, shall have been filed, been obtained or occurred on terms and conditions which would not reasonably be expected to have a Material Adverse Effect or a Parent Material Adverse Effect; (e) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been approved for listing on NASDAQ, subject to official notice of issuanceterminated; and (ef) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness use of the Form S-4 Proxy Statement shall have been issued by the SEC and remain in effect, and no proceedings proceeding for that purpose shall have been initiated or threatened (and not withdrawn) in writing by the SECSEC or its staff.

Conditions to the Obligations of Each Party. The respective obligations of each party Seller and Buyer to consummate the Mergers Acquisition are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) No provision of any applicable domestic (whether federal, state or local) or foreign law or regulation and no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval effect of making the Acquisition or the Financing illegal or shall have been obtained; (i) any waiting period (otherwise restrain or any extension thereof) applicable to prohibit the consummation of the Mergers Acquisition or the Financing (each party agreeing to use its best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted), except for any law or regulation the violation of which would not, singly or in the aggregate, reasonably be expected to (i) have a Company Material Adverse Effect (after giving effect to the Acquisition), (ii) result in a criminal violation (other than a misdemeanor the only penalty for which is a monetary fine), or (iii) result in Buyer or its subsidiaries failing to meet the standards for licensing, suitability or character set by any foreign, federal, state or local authority relating to the conduct of Buyer's or the Company's business which (after taking into account the anticipated impact of such failure to so meet such standards on other authorities) could reasonably be expected to have a Company Material Adverse Effect (after giving effect to the Acquisition); (b) the waiting period applicable to consummation of the Acquisition and the Financing under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law or Order the BFI Merger shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;declared effective; and (d) The Parent Shares the Simultaneous Asset Transaction shall be prepared to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECclose.

Conditions to the Obligations of Each Party. The respective ------------------------------------------- obligations of each party the Company, Parent and Merger Co. to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval this Agreement shall have been obtainedadopted by the stockholders of the Company and the issuance of Parent Common Stock in the Merger shall have been approved by the stockholders of Parent, each in accordance with Delaware Law; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, Act relating to the Offer and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order of decree shall have been issued, entered, promulgated prohibit or enacted that restrains, enjoins, or otherwise prohibits or makes illegal restrain the consummation of the Mergers Merger; PROVIDED, HOWEVER, that the Company and remains in force Parent shall each use its reasonable efforts to have any such judgment, order, decree or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;injunction vacated; and (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Acteffective, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain be in effect, effect and no proceedings for that such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Common Stock to be issued in the Merger shall have been initiated or threatened approved for listing in the NYSE, subject to official notice of issuance; (f) Parent shall have received an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP substantially in the form of Exhibit B hereto, on the --------- basis of certain facts, representations and not withdrawnassumptions set forth in such opinion, dated the Effective Time, to the effect that the Merger will be treated for federal income tax purposes as a 368(a) by Reorganization and that each of Parent, Merger Subsidiary and the SEC.Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent, Merger Co. and the Company substantially in the form of Exhibits C and D hereto. ---------- -

Conditions to the Obligations of Each Party. The respective ------------------------------------------- obligations of each party the Company, Buyer and Newco to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) if required by the Requisite Stockholder Approval Georgia Law, this Agreement shall have been obtainedapproved and adopted by the shareholders of the Company in accordance with such Law; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter Merger shall have expired, been terminated or been obtained; (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order or decree shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The Parent Shares with respect to the obligations of Buyer and Newco, all outstanding employee stock options shall be issued canceled upon delivery at the Effective Time of the consideration described in Section 2.05; (e) with respect to the First Merger obligations of Buyer and Newco, there shall not have been a breach of any representation or warranty of the Company set forth in Sections 4.06(b), 4.06(c), 4.11, 4.19 and 4.24 of this Agreement when made or as of immediately prior to the Effective Time, except in each case that with respect to any such other Parent Shares to be reserved for issuance in connection with representation and warranty that speaks as of a specific date or time, there shall not have been a breach thereof as of such date or time and the First Merger Company shall have performed or complied in all material respects with each covenant or agreement of it set forth in this Agreement; (f) with respect to the obligations of Buyer and Newco, the individuals who are party to the Consulting and Non-Competition Agreements, the forms of which are attached hereto as Exhibits A, B, C, D, E and F, shall have executed and delivered to Buyer counterparts to such agreements; (g) this Agreement shall not have been approved for listing on NASDAQ, subject to official notice of issuanceterminated in accordance with its terms; and (eh) The Form S-4 with respect to the obligations of Buyer and Newco, on the one hand, the representations and warranties of the Company contained herein shall have been declared effective be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (after giving effect to the disclosures made by the SEC under Company in any disclosure schedules delivered hereto, but disregarding any materiality qualifications contained within the Securities Actbody of such representations and warranties, no stop order suspending including, without limitation, Section 4.07(d)) would not, in the effectiveness aggregate, have a Material Adverse Effect and, with respect to the obligations of the Form S-4 Company, on the other hand, the representations and warranties of Buyer or Newco contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (disregarding any materiality qualifications contained within the body of such representations and warranties) would not, in the aggregate, have been issued by a material adverse effect on the SEC business, assets, condition (financial or otherwise) or results of operations of Buyer and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECNewco.

Conditions to the Obligations of Each Party. The respective Unless otherwise waived by the Parties, the obligations of each party Party to consummate the Mergers Transactions are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Company Stockholders' Approval shall have been obtained; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Transactions shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order or decree shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceTransactions; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger all Governmental Consents shall have been approved for listing on NASDAQobtained and be in effect, and be subject to official notice of issuance; andno limitations, conditions, restrictions or obligations, except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have an Omnipoint Material Adverse Effect; (e) The the Form S-4 shall have been declared become effective by and shall be effective at the SEC under the Securities ActEffective Time, and no stop order suspending the effectiveness of the Form S-4 shall have been issued issued, no action, suit, proceeding or investigation by the SEC and remain in effect, and no proceedings for that purpose to suspend the effectiveness thereof shall have been initiated and be continuing, or, to the knowledge of Omnipoint or threatened the Company, threatened, and all necessary approvals under state securities laws relating to the issuance or trading of Omnipoint Common Stock to be issued to the Company's stockholders in connection with the Transactions shall have been received; (f) the FCC Consent shall have been obtained and shall not withdrawncontain any conditions with respect to Omnipoint or the Company, which conditions would be reasonably expected to have an Omnipoint Material Adverse Effect; (g) by each of the SECparties to the Side Agreement shall have performed its respective obligations thereunder and Omnipoint and the Company shall have received the opinion (h) any one of the following events shall have occurred: (1) all of the conditions set forth in Article 9 of the VoiceStream Merger Agreement shall have been satisfied or waived and the parties thereto shall be capable of consummating the VoiceStream Merger immediately after the Closing; (2) the VoiceStream Merger Agreement shall have been terminated in accordance with the terms thereof; or (3) Section 11.1(b) applies.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company and Buyer to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval this Agreement shall have been obtainedapproved and adopted by the stockholders of the Company in accordance with Delaware Law; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order or decree shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The Parent Shares with respect to the obligations of Buyer, the representations and warranties of the Company as set forth in this Agreement shall be true and correct (after allowing for developments in the business of the Company arising in the ordinary course) as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be issued true and correct would not reasonably be expected to have, and have not had, a Material Adverse Effect, and Buyer shall have received a certificate of the chief executive officer, president or vice president/finance of the Company to such effect; (e) with respect to the obligations of the Company, the representations and warranties of Buyer as set forth in this Agreement shall be true and correct (after allowing for developments in the First Merger business of Buyer arising in the ordinary course) as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects as of such other Parent Shares certain date), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be reserved for issuance in connection with true and correct would not reasonably be expected to have, and have not had, a Buyer Material Adverse Effect, and the First Merger Company shall have received a certificate of the president, chief financial officer or any vice president of Buyer to such effect; (f) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (g) the shares of Buyer Listed Securities issuable to the Company's stockholders as contemplated by this Agreement shall have been approved for listing on NASDAQthe NYSE, subject to official notice of issuance; (h) with respect to the obligations of Buyer, there shall not have been any Material Adverse Change in the Company since the date hereof; and, with respect to the obligations of the Company, there shall not have been any material adverse change in the business, assets or financial condition of Buyer and its subsidiaries, taken as a whole, since the date hereof, except for any change resulting from or relating to conditions or circumstances generally affecting the industries in which Buyer currently operates which are not the result of acts or omissions of the Company; (i) with respect to the obligations of the Company, the Company shall have received an opinion of Debevoise & Xxxxxxxx, or other counsel of national repute, in form and substance reasonably satisfactory to the Company, dated on or about the date of the mailing to stockholders of the Company Proxy Statement, which opinion shall be reconfirmed as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon reasonable representations contained in certificates of officers of Buyer, the Company and others; (j) with respect to the obligations of Buyer, Buyer shall have received an opinion of Xxxxxx & Xxxxxx, special tax counsel to Buyer, or other counsel of national repute, in form and substance reasonably satisfactory to Buyer, dated on or about the date of the mailing to stockholders of the Company Proxy Statement, which opinion shall be reconfirmed as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon reasonable representations contained in certificates of officers of Buyer, the Company and others; (k) the Company shall have transferred (subject to the Company's ability, using reasonable best efforts, to obtain such third party consents to such transfers as are required) to D&PL International Technology Corp. all of its right, title and interest in and to all of the Intellectual Property and all of the varieties and hybrids of cotton and soybeans in which the Company owns any interest, shall have effected the recordation of each such transfer in all jurisdictions where the Company currently operates and shall have provided to Buyer evidence, reasonably satisfactory to Buyer, that such transfer has been effected; and (el) The Form S-4 this Agreement shall not have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain terminated in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECaccordance with its terms.

Conditions to the Obligations of Each Party. The respective obligations of each party the Sellers and Purchaser to consummate the Mergers transactions contemplated hereby are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of the following conditions:, except, to the extent permitted by applicable Law, that such conditions may be waived in writing pursuant to Section 9.06(b): (a) the Requisite Stockholder Approval no Order of a court or other Governmental Authority of competent jurisdiction shall be in effect and no Law shall have been obtainedenacted or promulgated by any Governmental Authority which has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated hereby (each party agreeing to use its commercially reasonable efforts including appeals to higher courts, to have any such Order lifted); (b) (i) any waiting period applicable to consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated, and (ii) all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers relating to this Agreement and the transactions contemplated hereby to be obtained from the Governmental Authorities listed in Section 3.02(c) of the Purchaser Disclosure Schedule, Section 4.02(c) of the Sellers Disclosure Schedule or any extension thereofSection 5.04(c) applicable of the Company Disclosure Table of Contents Schedule and indicated therein as being a condition to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof transactions contemplated hereby shall have been grantedfiled, and (ii) the applicable waiting periods (made or any extensions thereof) or clearanceobtained, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained;case may be; and (c) no (i) Law or Order there shall have been issued, entered, promulgated or enacted that restrains, enjoinsnot be any pending Proceeding by a Governmental Authority, or any bona fide threat of a Proceeding by a Governmental Authority, that seeks to enjoin or otherwise prohibits or makes illegal prevent the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECtransactions contemplated hereby.

Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate proceed with the Mergers Closing are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) (i) no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been obtainedinstituted against either Seller or Buyer, or any of the Purchased Assets, seeking to restrain or prohibit the consummation of the transactions contemplated hereby; provided, that Seller and Buyer shall use their commercially reasonable efforts to have dismissed, settle or otherwise resolve such legal proceedings; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers transactions contemplated by this Agreement under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been grantedterminated, and (ii) the applicable waiting periods (or any extensions thereof) or clearanceall Seller Governmental Approvals and Buyer Governmental Approvals shall have been filed, made and obtained, as applicablethe case may be, on terms and subject to conditions that would not reasonably be expected to have a Material Adverse Effect; provided, that a Party whose breach of its obligations under this Agreement caused a failure to so file, make or obtain such Seller Governmental Approvals or Buyer Governmental Approvals, as the Antitrust Laws or Foreign Investment Laws case may be, shall be deemed to have waived this condition to the extent of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained;such failure; and (c) no (iall consents, waivers and approvals listed on Schedule 7.01(c) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate proceed with the Mergers Closing are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) (i) no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its reasonable best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been obtainedinstituted against Seller, the Companies or Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided that, Seller and Buyer shall use their reasonable best efforts to have dismissed, settle or otherwise resolve such legal proceedings; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers transactions contemplated by this Agreement under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been grantedterminated, and (ii) the applicable waiting periods (all Seller Governmental Approvals and Buyer Governmental Approvals shall have been filed, made or any extensions thereof) or clearanceobtained, as applicablethe case may be; provided, however, that a Party whose breach of its obligations under this Agreement caused a failure to so file, make or obtain such Seller Governmental Approvals or Buyer Governmental Approvals, as the Antitrust Laws or Foreign Investment Laws case may be, shall be deemed to have waived this condition to the extent of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained;such failure; and (c) no (iall consents, waivers and approvals listed on Schedule 7.01(c) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of each party Xxxxxxx and Cardiac to consummate the Mergers are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Xxxxxxx Stockholder Approval and Cardiac Stockholder Approval shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (iib) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Holding Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Common Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger Mergers shall have been approved authorized for listing on NASDAQNasdaq, subject to official notice of issuance; and; (ei) The Form S-4 the Registration Statement shall have been declared become effective by in accordance with the SEC under provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (by the SEC and not withdrawnconcluded or withdrawn and (ii) all state securities or "blue sky" authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (d) any applicable waiting period under the HSR Act relating to the Mergers shall have expired or been earlier terminated without the imposition of any Burdensome Condition; (e) no Governmental Entity of competent authority or jurisdiction shall have issued any order, injunction or decree, or taken any other action, that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Mergers nor is there pending any action that seeks to restrain, enjoin or otherwise prohibit the consummation of the Mergers; (f) the parties shall have obtained or made all consent, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 4.3 and Section 5.3 which if not obtained or made (i) would render consummation of the SEC.Merger illegal or (ii) would be reasonably likely to have a Material Adverse Effect on the Holding Company, after giving effect to the Mergers;

Conditions to the Obligations of Each Party. The respective obligations of each party hereto to consummate the Mergers are Bio Companies Transactions shall be subject to the satisfaction (or (to the extent not prohibited by waiver, if permissible under applicable Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of the following conditions: (a) the Requisite The Company Stockholder Approval Authorization shall have been obtained;. (ib) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, the “Restraints”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Bio Companies Transactions or making the consummation of the Bio Companies Transactions illegal. (c) All consents, approvals and actions of, filings with and notices to any Governmental Authority required of Purchasers, the Company or any of their respective Subsidiaries to consummate the Bio Companies Transactions, the failure of which to be obtained or taken would be reasonably expected to have a Bio Companies Material Adverse Effect or an adverse effect on the ability of Purchasers and the Company to consummate the Bio Companies Transactions, shall have been obtained; provided that no such consent, approval, action, filing or notice under the Foreign Antitrust Laws shall be a condition to either party’s obligations to consummate the Bio Companies Transactions. Without limiting the foregoing, any applicable waiting period under the HSR Act (or and any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;terminated. (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger party shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by executed and delivered the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECTransition Services Agreement.

Conditions to the Obligations of Each Party. The respective obligations of each party hereto to consummate the Mergers transactions contemplated by this Agreement, including the Merger, are subject to the satisfaction or (to the extent not prohibited permitted by Law) waiver by the Company, Parent, Merger Sub I Company and Merger Sub II Parent at or prior to the First Effective Time of the following conditions: (a) the Requisite Company Stockholder Approval shall have been obtained; (ib) any waiting period (or any extension thereof) applicable to the consummation of the Mergers Merger under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable all waiting periods (or and any extensions thereof) or clearance, as applicable, under the pursuant to any Antitrust Laws or Foreign Investment Laws of in the jurisdictions set forth on listed in Section 6.3(a7.1(b) of the Company Disclosure Letter that are required to be terminated or expired prior to the Closing shall have terminated or expired, and all approvals or clearances pursuant to any Antitrust Laws in the jurisdictions listed in Section 7.1(b) of the Company Disclosure Letter required to be obtained prior to the Closing shall have been terminated obtained, or be deemed to have been obtained; (c) no (i) Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order shall have been issuedwhich is then in effect and has the effect of restraining, enteredenjoining, promulgated or enacted that restrains, enjoins, rendering illegal or otherwise prohibits or makes illegal the prohibiting consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoiningMerger, or otherwise prohibiting, causing the consummation of Merger to be rescinded following the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forcecompletion thereof; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger CFIUS Approval shall have been approved obtained; (e) the approvals of foreign investment and investment in mainland China for listing on NASDAQthe purpose of the Merger and the other transactions contemplated by this Agreement issued by Investment Commission, subject to official notice Ministry of issuanceEconomic Affairs, Taiwan shall have been obtained; and (ef) The Form S-4 if required by applicable Law, the Parent Stockholder Approval shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate proceed with the Mergers Closing are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) (i) no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been obtainedinstituted against either Seller or Buyer, or any of the Purchased Assets, seeking to restrain or prohibit the consummation of the transactions contemplated hereby; provided, that Seller and Buyer shall use their commercially reasonable efforts to have dismissed, settle or otherwise resolve such legal proceedings; (b) (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers transactions contemplated by this Agreement under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been grantedterminated, and (ii) the applicable waiting periods (or any extensions thereof) or clearanceall Seller Governmental Approvals and Buyer Governmental Approvals shall have been filed, made and obtained, as applicablethe case may be, on terms and subject to conditions that would not reasonably be expected to have a Material Adverse Effect; provided, that a Party whose breach of its obligations under this Agreement caused a failure to so file, make or obtain such Seller Governmental Approvals or Buyer Governmental Approvals, as the Antitrust Laws or Foreign Investment Laws case may be, shall be deemed to have waived this condition to the extent of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained;such failure; and (c) no (iall consents, waivers and approvals listed on Schedule 7.01(c) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of each party Empire, Catskill and the Transferors to consummate the Mergers Transaction are subject to the satisfaction or waiver, in whole or in part (to the extent not prohibited where permissible by Law) waiver by the Companyapplicable law), Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time Closing, of each of the following conditions: (a) consummation of the Requisite Stockholder Approval Transaction shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity; (b) there shall be no statute, rule or regulation enacted, promulgated or deemed applicable by any Governmental Entity to the Transaction that prevents its consummation or makes the Transaction illegal; (c) this Agreement and the Transaction shall have been obtainedapproved and adopted by the requisite vote of stockholders of Empire in accordance with the DGCL, Empire's Organizational Documents and any applicable rules or regulations promulgated by the NASD; (id) all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any waiting period (or any extension thereof) applicable to the Governmental Entity necessary for consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof Transaction shall have been grantedfiled, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated expired or been obtained; (ce) Olshan Grundman Frome Rosenzweig & Wolosky LLP shall have issued an opxxxxx xxxx xxxther Exxxxx xxx the Xxxxxferors (including any direct or indirect owner of any of the Transferors) will recognize any income, gain or loss for U.S. federal income tax purposes as a direct result of the Transaction and that Maurice Dabbah will not recognize any gain or loss for U.S. federax xxxxxx xxx xxrposes upon any subsequent resale of the Exchange Shares, assuming no change in the law and that Empire is not a U.S. Real Property Holding Company at the time of such resale; (f) Following receipt of the Empire Consent, Empire shall have consummated the Common Stock Redemption, with the Common Stock Redemption only to be effective upon the Closing; (g) NY Gaming shall have consummated the NY Gaming Distribution, with the NY Gaming Distribution only to be effective on the Closing Date; (h) Following the NY Gaming Distribution, Catskill shall have consummated the Catskill Redemption, with the Catskill Redemption only to be effective on the Closing Date; (i) Law or Order Following the Catskill Redemption, Catskill shall have been issuedconsummated the Catskill Contribution, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal with the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares Catskill Contribution only to be issued in effective on the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECClosing Date.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: (a) this Agreement and the Requisite Stockholder Approval transactions contemplated hereby, including the Merger, shall have been obtainedapproved and adopted by the Board of Directors of the Company; (ib) any waiting period (or any extension thereof) applicable to this Agreement and the consummation of transactions contemplated hereby, including the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the MergersMerger, shall have expired or been terminated or early termination thereof shall have been granted, approved and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws adopted by a majority of the jurisdictions set forth on Section 6.3(a) all shares of the Company Disclosure Letter shall have expiredCommon Stock entitled to vote thereon, been terminated or been obtainedin accordance with Section 251 of the DGCL; (c) no (i) Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger shall have been obtained, other than the filing of the requisite certificate of merger with the Secretary of State of the State of Delaware; (e) the Registration Statement shall be effective under the Securities Act of 1933, as amended, no stop orders suspending the effectiveness of the Registration Statement shall have been issued, enteredno action, promulgated suit, proceeding or enacted that restrains, enjoins, or otherwise prohibits or makes illegal investigation by the consummation of SEC to suspend the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers effectiveness thereof shall have been issued by any Governmental Authority having jurisdiction over any party initiated and remain in force; (d) The Parent Shares be existing, and all necessary clearances under the Securities Laws relating to be issued in the First Merger and such other Parent Shares issuance or trading of the shares of IVI Common Stock issuable pursuant to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuancereceived; and (ef) The Form S-4 there shall have been declared effective by be no action, suit, investigation or proceeding pending against, or to the SEC under the Securities Act, no stop order suspending the effectiveness knowledge of the Form S-4 shall have been issued by Company or Buyer, threatened against or affecting, the SEC and remain Company, Buyer or any of their respective officers or directors, which in effectany manner challenges or seeks to prevent, and no proceedings for that purpose shall have been initiated enjoin, alter or threatened (and not withdrawn) by materially delay the SECMerger or any of the other transactions contemplated hereby.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, the Purchaser, Merger Subsidiary and the Sellers to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions:conditions (any of which may be waived by consent of all of the parties in whole or in part): (a) this Agreement and the Requisite Stockholder Approval shall Merger have been obtainedapproved by the requisite vote or consent of the stockholders of the Company and Merger Subsidiary in accordance with Delaware Law, and by the members of the Purchaser in accordance with the laws of the State of Utah, and such approvals shall remain in full force and effect; (ib) any waiting period this Agreement and the Merger have been approved by the board of directors of each of the Company and Merger Subsidiary, and such approvals shall remain in full force and effect; (or any extension thereofc) applicable subject to the terms and provisions herein provided, all consents, orders, and approvals required of all Governmental Bodies for the consummation of the Mergers Contemplated Transactions shall have been obtained and be in effect at the Effective Time, other than non-material consents, orders or approvals, and the waiting periods under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergersif applicable, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceterminated; (d) The Parent Shares no provision of any applicable domestic law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall restrain or prohibit the consummation of the Merger; (e) there shall be no Proceeding pending to be issued enjoin, restrain, prohibit or obtain substantial damages in respect of, related to, or arising out of this Agreement or the First Merger consummation of the Contemplated Transactions; provided, however, that this Section 6.01(e) shall not encompass any Proceeding described in Section 7.01(e), and in such other Parent Shares to be reserved for issuance in connection with event, the First Merger terms of Section 7.01(e) shall have been approved for listing on NASDAQ, subject to official notice of issuancecontrol and this Section 6.01(e) shall not apply; and (ef) The Form S-4 All comments on the Information Statement received from the SEC shall have been declared effective by the SEC under the Securities Act, resolved and no stop order suspending the effectiveness use of the Form S-4 such Information Statement shall have been issued by the SEC and remain be in effect, effect and no proceedings for that such purpose shall have been initiated or threatened (and not withdrawn) by be pending before the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party TEAMM, Accentia and Sub to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: 6.1.1 this Agreement and the Transactions shall have been approved and adopted (a) by the Requisite affirmative vote of a majority of all of the outstanding shares of TEAMM Capital Stock entitled to vote thereon, such votes taken (whether at a meeting or by written consent) and determined in accordance with the Certificate of Incorporation of TEAMM and applicable Law (the “Required Stockholder Approval Approval”), and (b) by the respective Boards of Directors of TEAMM, Accentia and Sub, and (c) by Accentia as the sole stockholder of Sub; 6.1.2 there shall be no claims, actions, suits, proceedings or investigations pending or threatened, against TEAMM, Accentia or Sub, before any Governmental Authority, that seek to prevent or delay the performance of this Agreement or the Transactions, or that would result in a Material Adverse Effect, and no Governmental Authority shall have been obtained; enacted, issued, promulgated, enforced or entered any Law or Order (iwhether temporary, preliminary or permanent) any waiting period (which is in effect and which has the effect of making the Transactions illegal or any extension thereof) applicable to the otherwise prohibiting consummation of the Mergers under the HSR Act, and any commitment toTransactions; 6.1.3 all actions by or in respect of, or agreement filings with, any Governmental Authority required to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal permit the consummation of the Mergers Transactions shall have been made or obtained. 6.1.4 Accentia and remains TEAMM shall have received or be satisfied that each of them will receive all consents, amendments and approvals contemplated by Sections 3.3, 3.5 and 4.3, and any other consents of third parties necessary in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, connection with the consummation of the Mergers Merger, if failure to obtain any such consent would have a Material Adverse Effect or violate any Law or Order. 6.1.5 Accentia, TEAMM, and such stockholders of Accentia and TEAMM, as Accentia and the TEAMM Principals shall agree shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; entered into a Stockholders’ Agreement that provides, among other things: (da) The Parent Shares to be issued in for the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness election of the Form S-4 shall have been issued TEAMM Director (as defined herein) and (b) that all equity and debt issuances involving Accentia must be approved by a majority of the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by members of Accentia’s Board of Directors which majority must include the SECTEAMM Director.

Conditions to the Obligations of Each Party. The respective obligations of each party the parties to consummate the Mergers transactions contemplated hereby are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) No judgment, injunction, order or decree shall have been issued declaring this Agreement invalid, nor shall any judgment, injunction, order, decree or applicable Law prohibit the Requisite Stockholder Approval consummation of the transactions contemplated hereby; (b) SCMI and SHI and each Contributor shall have executed and delivered to the other each of the Ancillary Agreements to which it is party; (c) The approval of Guaranty Bank to the transactions contemplated by this Agreement, and the release of all Bank Liens and any other related encumbrances upon the SCM Assets, SAMCO Securities and Xxxxx Securities; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the transactions contemplated hereby shall have been obtained; (i) any waiting period (Each party shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or any extension thereof) applicable prior to the consummation of the Mergers under the HSR ActClosing Date, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws representations and warranties of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter parties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall have expired, been terminated or been obtainedbe true and correct in all material respects; (cf) SHI, SCMI, SFSI and SFAI shall have received all consents, authorizations or approvals from the NASD in form and substance satisfactory to the parties for the transfer of the SCM Assets and SAMCO Securities and no (i) Law such authorization or Order approval shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuancewithdrawn; and (eg) The Form S-4 Securities and Exchange Commission shall have been declared confirmed to PWI its agreement to declare the S-1 Registration Statement relating to PWI's IPO effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECupon PWI's request.

Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate proceed with the Mergers Closing are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of all of the following conditions, any one or more of which may be waived in writing (other than the condition contained in Section 9.1(d), the satisfaction of which cannot be waived), in whole or in part, as to a Party by such Party: (a) no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction or other condition arising under Law shall be in effect which has the Requisite Stockholder Approval shall effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have been obtainedany judgment, injunction, order or decree lifted); (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers transactions contemplated by this Agreement under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been grantedterminated, and (ii) the applicable waiting periods (all Sellers’ Governmental Approvals designated with an asterisk on Schedule 5.2(c) and Buyer’s Governmental Approvals designated with an asterisk on Schedule 6.3(c) shall have been filed, made or any extensions thereof) or clearanceobtained, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedcase may be; (c) no (iSubject to Section 2.5, the consents, waivers and approvals listed on Schedule 9.1(c) Law or Order shall have been issuedobtained (with no conditions that would reasonably be expected to materially and adversely impact the rights and obligations under the applicable Assigned Contract for which such consent, entered, promulgated waiver or enacted that restrains, enjoins, approval is provided) either from the applicable third party or otherwise prohibits or makes illegal the consummation through entry of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force;Sale Order; and (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger Bankruptcy Court shall have been approved for listing on NASDAQentered the Sale Order, subject to official notice of issuance; and (e) The Form S-4 and the Sale Order shall not have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effectstayed, and no proceedings for that purpose Adverse Ruling shall have been initiated or threatened (and not withdrawn) by the SECbe in effect.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) or, if permissible, waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time party for whose benefit such conditions exist) of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers Merger under the HSR Act, Act and any commitment tocomparable premerger notification laws, rules or agreement with, regulations of any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, applicable foreign jurisdiction shall have expired or been terminated or early termination thereof terminated, and no action shall have been grantedinstituted by an HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) this Agreement shall have been adopted and (ii) approved by the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) stockholders of the Company Disclosure Letter shall have expired, been terminated or been obtainedin accordance with the DGCL; (c) no (i) Law or Order the shares of Parent Common Stock to be issued pursuant to the Merger shall have been issuedauthorized for listing on the NYSE, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation upon official notice of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceissuance; (d) The Parent Shares 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 the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) all actions by or in respect of or filings with any governmental body, agency official, or authority required to be issued in permit the First Merger and such other Parent Shares to be reserved for issuance in connection with consummation of the First Merger shall have been approved for listing obtained but excluding any consent, approval, clearance or confirmation the failure to obtain which would not have a material adverse effect on NASDAQParent, subject to official notice of issuanceSub, the Company or, after the Effective Time, the Surviving Corporation; and (ef) The Form S-4 the Registration Statement shall have been declared become effective by the SEC under the Securities Act, Act and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect, and no proceedings proceeding for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party Person in the Seller Group and NeoStem to consummate the Mergers are Exchange and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or (waiver by each party, to the extent not prohibited permitted by Lawlaw) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (ai) This Agreement, the Requisite Stockholder Approval Exchange and the transactions contemplated hereby shall have been obtained; (i) approved and adopted by the HK Shareholder and the HK Entity in the manner required by any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been grantedLaw, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws issuance of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Exchange Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing by NeoStem’s stockholders and NeoStem in the manner required by any applicable Law and the applicable rules of the American Stock Exchange, Inc., The New York Stock Exchange, Inc. or The NASDAQ Stock Market on NASDAQwhich the NeoStem Common Stock is quoted or listed (each, subject to official notice of issuance; anda "Stock Exchange"). (eb) The Form S-4 No Governmental Authority of competent jurisdiction shall have been declared effective by the SEC under the Securities Actenacted, no stop issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain which is in effect, which would prohibit consummation of the transactions contemplated by this Agreement or which would have a NeoStem Material Adverse Effect (as defined herein) after the Closing and no proceedings for that purpose shall have been initiated after giving effect to consummation of the transactions contemplated by this Agreement. For such purpose, a “NeoStem Material Adverse Effect” means, with respect to any event, occurrence, matter, failure of event or threatened occurrence, change, effect, state of affairs, breach, default, violation, fine, penalty or failure to comply (each, a “Circumstance”), individually or taken together with all other Circumstances contemplated by or in connection with any or all of the representations and not withdrawn) by warranties made in this Agreement, a material adverse effect on the SECbusiness, assets (including without limitation intangible assets), liabilities (contingent or otherwise), financial condition, results of operations or prospects of NeoStem and its Subsidiaries, taken as a whole.

Conditions to the Obligations of Each Party. The respective obligations of each party SYS, Subcorp, Polexis and the Polexis Principal Stockholders to consummate the Mergers are Merger shall be subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) This Agreement, the Requisite Stockholder Approval Merger, and the transactions contemplated hereby shall have been obtained;approved and adopted by the Polexis Stockholders in the manner required by Applicable Law. Over 99% of the outstanding shares of Polexis Common Stock and Polexis Preferred Stock shall have been voted in favor of the approval of the principal terms of the Merger, and the transactions contemplated hereby. (ib) No provision of any waiting period (Applicable Law or regulation and no judgment, injunction, order, decree, ruling, assessment or arbitration award of any extension thereof) applicable Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to compliance with Applicable Law shall prohibit or enjoin the consummation of the Mergers under Merger or the HSR Acttransactions contemplated by this Agreement or limit the ownership or operation by SYS, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (Polexis or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of their respective subsidiaries of any material portion of the jurisdictions set forth on Section 6.3(a) businesses or assets of the Company Disclosure Letter shall have expired, been terminated SYS or been obtained;Polexis. (c) no There shall not be pending any Action (i) Law challenging or Order shall have been issued, entered, promulgated seeking to restrain or enacted that restrains, enjoins, or otherwise prohibits or makes illegal prohibit the consummation of the Mergers and remains in force Merger or any of the other transactions contemplated by this Agreement, (ii) injunctionexcept to the extent consistent with the obligations of the parties under Section 5.1(a), Order seeking to prohibit or award restraining limit the ownership or enjoiningoperation by SYS, Polexis or any of their respective subsidiaries of, or otherwise prohibitingto compel SYS, the consummation Polexis or any of their respective subsidiaries to dispose of or hold separate, any material portion of the Mergers shall have been issued by business or assets of SYS, Polexis or any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQof their respective subsidiaries, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness as a result of the Form S-4 shall have been issued Merger or any of the other transactions contemplated by this Agreement, (iii) seeking to impose limitations on the SEC and remain ability of SYS to acquire or hold, or exercise full rights of ownership of, any shares of capital stock of the Surviving Corporation, including the right to vote such capital stock on all matters properly presented to the stockholders of the Surviving Corporation or (iv) seeking to prohibit SYS or the Subsidiary of SYS from effectively controlling in effect, and no proceedings for that purpose shall have been initiated any material respect the business or threatened (and not withdrawn) by operations of SYS or the SECsubsidiaries of SYS.

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Parent and Acquisition Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained; (ib) any waiting period (or any extension thereof) applicable to the consummation of the Mergers Merger under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or and Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or clearance decisions shall have been obtained;, and there shall not be in effect any voluntary agreement with a Governmental Body not to consummate the Merger; and (c) no Governmental Authority (i) of competent jurisdiction in any jurisdiction in which the Company, Parent or any of their respective Affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any Law or Order shall have been issuedwhich is then in effect and has the effect of restraining, enteredenjoining, promulgated or enacted that restrains, enjoins, rendering illegal or otherwise prohibits or makes illegal the prohibiting consummation of the Mergers and remains in force Merger or (ii) injunctionof competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order or award restraining or which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting, the prohibiting consummation of the Mergers shall have been issued by Merger if the effect of violating such Law or Order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub, the Company or any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECits Subsidiaries.

Conditions to the Obligations of Each Party. The respective obligations of each party the Companies, on the one hand, and Parent and Sub, on the other hand, to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) any notification period under the Requisite Stockholder Approval WARN Act shall have been obtainedexpired; (ib) any all applicable waiting period (or any extension thereof) applicable periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, with respect to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, transactions contemplated by this Agreement shall have expired or been terminated and any filing with, or early termination thereof consent of, any Governmental Authority or third party necessary to complete the Merger in compliance with all Laws and all Contracts applicable to the Companies shall have been granted, and (ii) the applicable waiting periods (made or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no each of the Companies, Parent and Sub shall reasonably believe that (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation Merger will qualify as a “reorganization” as described in Section 368 of the Mergers Code and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, this Agreement constitutes a “plan of reorganization” within the consummation meaning of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceregulations promulgated under Section 368 of the Code; (d) The Parent Shares no Action before, or investigation, by any Governmental Authority shall have been commenced, no Governmental Authority shall have issued any Order, decree or ruling and no Action by any Governmental Authority or any other Person shall have been filed against Parent, the Companies or Sub seeking to be issued in restrain, enjoin, rescind, prevent or change the First Merger and transactions contemplated hereby or questioning the enforceability, validity or legality of any of such other Parent Shares to be reserved for issuance transactions or seeking damages in connection with any of such transactions and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the First consummation of the Merger; (e) Every party who receives Merger Consideration pursuant to this Agreement shall have been approved executed and delivered to Parent the general release substantially in the form of Exhibit F attached hereto; (f) Pac Van and the lenders under the Credit Facility shall have entered into amendments to the agreements governing the Credit Facility which (i) consent to the Merger, (ii) consent to the “change of control” contemplated by the Merger and the transactions contemplated by this Agreement, (iii) increase the “permitted payments” to permit the payment of an annual management fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Parent and to permit the payment of all sums owed under the Holdback Note, (iv) provide for listing on NASDAQa Thirty Million Dollar ($30,000,000) increase in commitments from the lenders under the Credit Facility, subject (v) establish June 30 as the fiscal year end of Pac-Van and the Affiliates of Pac-Van, (vi) shall not require Pac-Van or any other party to official notice pay to the lenders under the Credit Facility or any other party fees, costs or expenses except as agreed in writing by Pac-Van and such lenders prior to the date of issuancethis Agreement and (vii) other than changes set forth in this Section 6.1(f), shall not amend or alter the terms and conditions governing the Credit Facility as of the date of this Agreement; and (eg) The Form S-4 All of the parties to the agreements governing the Senior Subordinated Loan shall have been declared effective entered into amendments to such agreements which (i) permit the increase of the lenders’ commitments under the Credit Facility as contemplated by Section 6.1(f), (ii) consent to the “change of control” contemplated by the SEC Merger and the transactions contemplated by this Agreement, (iii) increase the “permitted payments” to permit the payment of an annual management fee of One Million Five Hundred Thousand Dollars ($1,500,000) to Parent and to permit the payment of all sums owed under the Securities ActHoldback Note, no stop order suspending (iv) establish June 30 as the effectiveness fiscal year end of Pac-Van and the Affiliates of Pac-Van, (v) shall not require Pac-Van or any other party to pay to SPV Capital or any other party fees, costs or expenses except as agreed in writing by Pac-Van and SPV Capital prior to the date of this Agreement, (vi) restate all documents to which MOAC is a party to reflect that the Surviving Corporation is the party to such agreements and (vii) other than changes set forth in this Section 6.1(g), shall not amend or alter the terms and conditions governing the Senior Subordinated Loan as of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECdate of this Agreement.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company and Parent to consummate the Mergers Merger are subject to the satisfaction (or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to party for whose benefit the First Effective Time applicable condition exists) of the following conditions: (ai) this Agreement and the Requisite Stockholder Approval transactions contemplated hereby, including the Merger, shall have been obtained; (i) any waiting period (or any extension thereof) applicable to approved and adopted by the consummation shareholders of the Mergers under Company by the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, Company Requisite Vote and (ii) the Capital Increase shall have been approved by the shareholders of Parent by the Parent Requisite Vote; (b) any applicable waiting periods (or any extensions thereof) or clearance, as applicable, period under the Antitrust Laws or Foreign Investment Laws of HSR Act and the jurisdictions set forth on Section 6.3(a) of EU Merger Regulations relating to the Company Disclosure Letter transactions contemplated by this Agreement shall have expired, and all consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be, made by the Company, Parent or any of their Subsidiaries under any other applicable Antitrust Law in connection with the transactions contemplated in this Agreement shall have been terminated obtained from or been obtained;made with all required Governmental Authorities, except for such consents, waivers, approvals or authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Material Adverse Effect on the Company, Parent or the Surviving Corporation. (c) no (i) Law provision of any applicable law or Order regulation and no judgment, injunction, order or decree shall have been issued, entered, promulgated prohibit or enacted that restrains, enjoins, or otherwise prohibits or makes illegal enjoin the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The (i) the Form F-4 and Form F-6 shall have been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Form F-4 and Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC and (ii) Parent Shares shall have received appropriate decisions and visas from the CMF and the COB; (e) the Parent ADSs to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQthe New York Stock Exchange, subject to official notice of issuance; and (ef) The Form S-4 the SNC Common Stock shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness represent control of the Form S-4 shall have been issued by Company within the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawnmeaning of Section 368(c) by of the SECCode.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Buyer and Merger Subsidiary to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the parties intended to benefit therefrom, to the extent permitted by applicable Law: (a) this Agreement and the Requisite Stockholder Approval Merger shall have been obtainedapproved and adopted by the Board of Directors of Gold Xxxx; (ib) any waiting period (or any extension thereof) applicable to this Agreement and the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof Merger shall have been granted, approved and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws adopted by a majority of the jurisdictions set forth on Section 6.3(a) all shares of the Company Disclosure Letter shall have expiredCommon Stock entitled to vote thereon, been terminated or been obtainedin accordance with Section 14-2-1103 of the GBCC, and by a majority of the shares of the Company Common Stock entitled to vote thereon held by the Public Shareholders, in accordance with the conflicting interest "safe harbor" provided by Section 14-2- 863 of the GBCC; (c) no (i) Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order shall have been issued(whether temporary, entered, promulgated preliminary or enacted that restrains, enjoins, permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibits or makes illegal the prohibiting consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceMerger; (d) The Parent Shares all actions by or in respect of or filings with any Governmental Authority required to be issued in permit the First Merger and such other Parent Shares to be reserved for issuance in connection with consummation of the First Merger shall have been approved for listing on NASDAQobtained, subject to official notice other than the filing of issuancethe requisite articles or certificate of merger with the Secretary of State of Georgia; and (e) The Form S-4 at the time of mailing of the Company Proxy Statement, at the time of the Company Shareholder Meeting and at the Effective Time, R-H shall have been declared effective reaffirmed in writing the fairness opinion previously prepared and delivered by it to the SEC under Special Committee and R-H shall not have withdrawn such opinion; and (f) there shall be no action, suit, investigation or proceeding pending against, or to the Securities Act, no stop order suspending the effectiveness knowledge of the Form S-4 shall have been issued by Company or Buyer, threatened against or affecting, the SEC and remain Company, Buyer or any of their respective officers or directors, which in effectany manner challenges or seeks to prevent, and no proceedings for that purpose shall have been initiated enjoin, alter or threatened (and not withdrawn) by materially delay the SECMerger or any of the other transactions contemplated hereby.

Conditions to the Obligations of Each Party. The respective obligations of each party applicable Party to consummate the Mergers are subject to the satisfaction or (to as of the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time Times of the following conditions, any or all of which may be waived, in whole or in part, by such Party to the extent permitted by applicable Law: (a) the Requisite Stockholder Approval The Special Dividend shall have been obtainedpaid in accordance with the Distribution Agreement and the Separation shall have been consummated in accordance with the Distribution Agreement; (b) If the Debt Exchange Amount is greater than zero, the Debt Exchange shall have been effected pursuant to Section 8.7; (c) All consents, approvals and authorizations of any Governmental Entity in the United States required for the consummation of the Transactions shall have been obtained and shall be in full force and effect at the Effective Times; (d) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof The Registration Statement shall have been granted, declared effective by the SEC and shall not be the subject of any stop Order or Actions initiated or threatened by the SEC seeking a stop Order; and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws shares of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares Ultra Common Stock to be issued in the First Merger Distribution and the Mergers and such other Parent Shares shares to be reserved for issuance in connection with the First Merger Transactions shall have been approved for listing on NASDAQthe Stock Exchange, subject to official notice of issuance; (f) No Order issued by any Governmental Entity of competent jurisdiction or other legal impediment preventing or making illegal the consummation of the Transactions shall be in effect; and (eg) The Form S-4 Delta shall have been declared effective by received the SEC under the Securities ActSpin-Off Tax Opinion from Delta Tax Counsel, no stop order suspending the effectiveness of the Form S-4 which opinion shall not have been issued by the SEC and remain withdrawn or modified in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECany material respect.

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained; (b) (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party Buyer and Seller to consummate the Mergers transactions contemplated hereby are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the CompanyBuyer or Seller, Parentas appropriate, Merger Sub I and Merger Sub II at or prior to before the First Effective Time Closing Date, of each of the following conditions: (a) no judgment, order, decree, stipulation or injunction by any Governmental Entity shall be in effect which prevents consummation of any of the Requisite Stockholder Approval transactions contemplated by this Agreement, and no action, suit or proceeding shall be pending by or before any Governmental Entity which would reasonably be expected to result in a judgment, order, decree, stipulation or injunction that would cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (b) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the transactions contemplated hereby that prevents the consummation of such transactions or has the effect of making such consummation thereof illegal; (c) approvals of the Governmental Entities set forth in Section 5.1(c) of the Disclosure Schedule shall have been obtained; (id) any all waiting periods under the HSR Act, if applicable with respect to the transactions contemplated by this Agreement or other applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers ), filings or approvals under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not applicable antitrust laws to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter transactions contemplated hereby shall have expired, been terminated terminated, been made or been obtained; (ce) no (i) Law or Order Seller shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal obtained the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuanceStockholder Approval; and (ef) The Form S-4 the Consent Agreement shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in full force and effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective obligations of each party Xxxxxxx and Cardiac to consummate the Mergers are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Xxxxxxx Stockholder Approval and Cardiac Stockholder Approval shall have been obtained; (i) any waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (iib) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Holding Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Common Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger Mergers shall have been approved authorized for listing on NASDAQNasdaq, subject to official notice of issuance; and; (ei) The Form S-4 the Registration Statement shall have been declared become effective by in accordance with the SEC under provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (by the SEC and not withdrawnconcluded or withdrawn and (ii) all state securities or “blue sky” authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (d) any applicable waiting period under the HSR Act relating to the Mergers shall have expired or been earlier terminated without the imposition of any Burdensome Condition; (e) no Governmental Entity of competent authority or jurisdiction shall have issued any order, injunction or decree, or taken any other action, that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Mergers nor is there pending any action that seeks to restrain, enjoin or otherwise prohibit the consummation of the Mergers; (f) the parties shall have obtained or made all consent, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by Section 4.3 and Section 5.3 which if not obtained or made (i) would render consummation of the SEC.Merger illegal or (ii) would be reasonably likely to have a Material Adverse Effect on the Holding Company, after giving effect to the Mergers;

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) written waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval this Agreement shall have been obtainedapproved and adopted by the stockholders of the Company in accordance with Delaware Law and the Restated Certificate of Incorporation of the Company; (b) (i) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated terminated, and (ii) any applicable waiting or early termination thereof similar period with respect to the competition laws of Spain shall have been grantedexpired or terminated, provided that Parent may, at any time and in its sole discretion, waive the condition to Closing specified in this clause (ii); (c) no statute, rule, regulation, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect, but only if it is (i) any United States federal or state statute, rule or regulation or United States federal or state court order, injunction or other legal restraint or prohibition or (ii) except as otherwise expressly provided in Section 8.01(b) hereof, any other statute, rule, regulation, court order, injunction or other legal restraint or prohibition if the violation thereof would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (after giving effect to the Merger) or would subject any director, officer or other employee of Parent, Merger Sub, the Company or any of its Subsidiaries to any criminal liability; provided, however, that prior to asserting this condition each of the parties shall have used all reasonable best efforts to prevent the entry of any such injunction, court order, legal restraint or prohibition to have any such injunction, court order, legal restraint or prohibition lifted or withdrawn, and to appeal as promptly as possible any such injunction, court order, legal restraint or prohibition that may be entered; (d) with respect to the obligations of Parent and Merger Sub, (i) the representations and warranties of the Company as set forth in this Agreement (other than the representations and warranties set forth in Section 3.03, the first sentence of Section 3.19(b) and Section 3.19(e) of this Agreement) shall be true and correct as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date and other than the representations and warranties set forth Sections 3.08(b)-(e), which shall only need to be true and correct as of the date of this Agreement), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) representations and warranties of the Company Disclosure Letter set forth in Section 3.03, the first sentence of Section 3.19(b) and Section 3.19(e) of this Agreement shall be true and correct as if made on and as of the Effective Time, except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not, individually or in the aggregate, result in or be reasonably likely to result in aggregate liability to Parent or any Affiliate thereof (including, for these purposes, the Company and its Subsidiaries (including the Other Entities)) in excess of $4,000,000, and Parent shall have expiredreceived a certificate of the chief executive officer, been terminated president or been obtainedvice president/finance of the Company to such effect; (ce) no with respect to the obligations of the Company, the representations and warranties of Parent and Merger Sub as set forth in this Agreement shall be true and correct as if made on and as of the Effective Time (iother than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) Law to be true and correct would not, individually or Order in the aggregate, have a Buyer Material Adverse Effect, and the Company shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation received a certificate of the Mergers and remains in force president, chief financial officer or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation any vice president of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in forceParent to such effect; (df) The with respect to the obligations of Parent Shares to be issued and Merger Sub, there shall not have been any change that, individually or in the First Merger aggregate, would have a Material Adverse Change, and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQreceived a certificate of the chief executive officer, subject president or vice president/finance of the Company to official notice of issuancesuch effect; and (eg) The Form S-4 with respect to the obligations of Parent and Merger Sub, the Company shall have been declared effective performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, in each case required to be performed by or complied with by it under this Agreement on or prior to the SEC under the Securities ActEffective Time, no stop order suspending the effectiveness and Parent shall have received a certificate of the Form S-4 chief executive officer, president or vice president/finance of the Company to such effect; and, with respect to the obligations of the Company, Parent and Merger Sub shall have been issued by the SEC and remain performed in effectall material respects all obligations, and no proceedings for that purpose complied in all material respects with all agreements and covenants, in each case required to be performed by or complied with by them under this Agreement on or prior to the Effective Time, and the Company shall have been initiated received a certificate of the president, chief financial officer or threatened (and not withdrawn) by the SECany vice president of Parent to such effect.

Conditions to the Obligations of Each Party. The respective obligations of each party the parties to consummate the Mergers transactions contemplated hereby are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) No judgment, injunction, order or decree shall have been issued declaring this Agreement invalid, nor shall any judgment, injunction, order, decree or applicable Law prohibit the Requisite Stockholder Approval consummation of the transactions contemplated hereby; (b) SCMI and SHI and each Contributor shall have executed and delivered to the other each of the Ancillary Agreements to which it is party; (c) The approval of Guaranty Bank to the transactions contemplated by this Agreement, and the release of all Bank Liens and any other related encumbrances upon the SCM Assets, SAMCO Securities and Keefe Securities; (d) All actions by or in respect of ox xxxings with any governmental body, agency, official or authority required to permit the consummation of the transactions contemplated hereby shall have been obtained; (i) any waiting period (Each party shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or any extension thereof) applicable prior to the consummation of the Mergers under the HSR ActClosing Date, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws representations and warranties of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter parties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall have expired, been terminated or been obtainedbe true and correct in all material respects; (cf) SHI, SCMI, SFSI and SFAI shall have received all consents, authorizations or approvals from the NASD in form and substance satisfactory to the parties for the transfer of the SCM Assets and SAMCO Securities and no (i) Law such authorization or Order approval shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuancewithdrawn; and (eg) The Form S-4 Securities and Exchange Commission shall have been declared confirmed to PWI its agreement to declare the S-1 Registration Statement relating to PWI's IPO effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECupon PWI's request.

Conditions to the Obligations of Each Party. The respective ------------------------------------------- obligations of each party the Company, Parent and Magellan to consummate the Mergers Merger are subject to the prior satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval this Agreement shall have been obtainedapproved and adopted by the stockholders of the Company in accordance with the applicable provisions of the DGCL; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or, to the Knowledge of the Parent, Magellan or the Company, threatened (and not withdrawn) by the SEC, and all necessary approvals under blue sky laws relating to the issuance or trading of the Parent Common Stock to be issued to the stockholders of the Company in connection with the Merger shall have been received; (d) the Parent Common Stock to be issued to the stockholders of the Company in connection with the Merger shall have been approved for listing on the New York Stock Exchange subject only to official notice of issuance; (e) all authorizations, consents, orders and approvals of, and declarations and filings with, and all expirations of waiting periods imposed by, any Governmental Authority which, if not obtained in connection with the consummation of the transactions contemplated hereby, could reasonably be expected to have a Material Adverse Effect on the Company (collectively, "Required Regulatory Approvals"), shall have been obtained, have been declared or filed or have occurred, as the case may be, and all such Required Regulatory Approvals shall be in full force and effect; and (f) no provision of any applicable Legal Requirement and no judgment, injunction, order or decree shall prohibit the consummation of the Merger.

Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent not prohibited permitted by Law) waiver by the Company, Parent, Merger Sub I Company and Merger Sub II Parent at or prior to the First Effective Time Closing of the following conditions: (a) Parent shall have obtained the Requisite Parent Stockholder Approval and the Company shall have obtained the Company Stockholder Approval; (b) the Parent Stock Issuance shall have been obtainedapproved for listing on the NYSE, subject to official notice of issuance; (c) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or any Proceedings by or before the SEC seeking a stop order; (i) any applicable waiting period (or and any extension thereof) applicable under the HSR Act relating to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, granted and (ii) any authorization or consent from a Governmental Authority required to be obtained with respect to the applicable waiting periods (or Merger under any extensions thereof) or clearance, Antitrust Law as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a6.1(d) of the Company Parent Disclosure Letter hereto shall have expired, been terminated or been obtainedobtained and shall remain in full force and effect; (ce) no (i) Governmental Authority of competent jurisdiction shall have issued or entered any Order after the date of this Agreement, and no Law or Order shall have been issuedenacted or promulgated after the date of this Agreement, enteredin each case, promulgated that (whether temporary or enacted that restrains, enjoins, permanent) is then in effect and has the effect of enjoining or otherwise prohibits or makes illegal prohibiting the consummation of the Mergers and remains in force Merger or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued other transactions contemplated by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECthis Agreement.

Conditions to the Obligations of Each Party. The respective obligations of each party Unit, ------------------------------------------- Parent and Subcorp to consummate the Mergers are Merger shall be subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (ai) This Agreement and the Requisite Stockholder Approval Merger shall have been obtained;approved and adopted by the Unit Shareholders in the manner required by any Applicable Law, and (ii) the issuance of the Shares of Parent Common Stock to be issued in the Merger shall have been approved by the Parent's stockholders if required by any Applicable Law and the applicable rules of the NYSE. (ib) Any applicable waiting periods under the HSR Act relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated, and any waiting period (or any extension thereof) requirements of foreign jurisdictions applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof Merger shall have been granted, and (ii) satisfied unless the applicable waiting periods (failure of such requirements of foreign jurisdictions to be satisfied does not constitute a Material Adverse Effect in respect of either Unit or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained;Parent. (c) no (i) Law No judgment, injunction, order or Order decree shall have been issued, entered, promulgated prohibit or enacted that restrains, enjoins, or otherwise prohibits or makes illegal enjoin the consummation of the Mergers and remains in force Merger. (d) There shall not be pending any Action by any federal Governmental Authority challenging or (ii) injunction, Order seeking to restrain or award restraining or enjoining, or otherwise prohibiting, prohibit the consummation of the Mergers Merger. (e) The Commission shall have been issued declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by any Governmental Authority having jurisdiction over any party and remain in force;the Commission. (df) The Shares of Parent Shares Common Stock to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQthe NYSE, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The respective ------------------------------------------- obligations of each party the Company, Parent and Merger Sub to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited or, if permitted by applicable Law) , waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of the following conditions: (a) this Agreement and the Requisite Stockholder Approval transactions contemplated hereby shall have been obtainedapproved and adopted by the affirmative vote of the holders of a majority of the outstanding shares of Company Class A Stock in accordance with Delaware Law and the Company's Certificate of Incorporation; (ib) any applicable waiting period (or any extension thereof) applicable to the consummation of the Mergers under the HSR Act, and any commitment to, or agreement with, any Governmental Authority Act relating to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Merger shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtainedterminated; (c) no (i) Law order, statute, rule, regulation, executive order, stay, decree, judgment or Order injunction shall have been issuedenacted, entered, issued, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued enforced by any Governmental Authority having or a court of competent jurisdiction over any party and remain in forcewhich has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) The the Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Shares Common Stock to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved authorized for listing on NASDAQthe NYSE, subject to official notice of issuance; and (ef) The Form S-4 all other necessary and material governmental and regulatory clearances, consents, or approvals shall have been declared effective by received, other than the SEC under the Securities Act, no stop order suspending the effectiveness consent to assignment of the Form S-4 shall have been issued by Company's FAA Certificate which need not be received prior to the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECEffective Time.

Conditions to the Obligations of Each Party. The respective obligations of each party the Company, Parent and Merger Sub to consummate the Mergers Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at or prior to the First Effective Time of each of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any court of competent jurisdiction which prohibits consummation of the Requisite Merger, and there shall not be any action taken by any Governmental Authority, or any Law enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, taken as a whole; (b) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger in accordance with the terms hereof shall have been obtained (other than those actions or filings which, if not obtained or made prior to the consummation of the Merger, would not have a Material Adverse Effect on the Company or its Subsidiaries prior to or after the Effective Time or a material adverse effect on Parent after the Effective Time or be reasonably likely to subject the Company, Parent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); (c) the Stockholder Approval shall have been obtained;; and (id) any waiting period (or and any extension thereof) applicable to the consummation of the Mergers Merger under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, applicable Antitrust Filings shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECterminated.

Conditions to the Obligations of Each Party. The respective obligations of each party the Parties to consummate proceed with the Mergers Closing are subject to the satisfaction or (to the extent not prohibited by Law) waiver by the Company, Parent, Merger Sub I and Merger Sub II at on or prior to the First Effective Time Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) no permanent judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the Requisite Stockholder Approval shall have been obtained; (i) any waiting period (effect of making the transactions contemplated by this Agreement and the Asset Purchase Agreement illegal or any extension thereof) applicable to otherwise restraining or prohibiting the consummation of the Mergers transactions contemplated by this Agreement (each Party agreeing to use its reasonable commercial efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); (b) the Parties shall have obtained an order from FERC, in form and substance reasonably satisfactory to the Parties, authorizing the purchase and sale of the Interests pursuant to Section 203 of the Federal Power Act and the transaction contemplated by the Asset Purchase Agreement; and an OCC order, in form and substance reasonably satisfactory to the Purchaser with respect to the approval of the prudence of the transactions contemplated by this Agreement and the Asset Purchase Agreement and an appropriate, reasonable recovery mechanism (such orders shall be deemed reasonably satisfactory to Purchaser if the applicable order does not contain any conditions or restrictions which are materially more burdensome than those proposed in the respective applications for such orders); and (c) all required waiting periods applicable to this Agreement and the transactions contemplated hereby under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, Act shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter shall have expired, been terminated or been obtained; (c) no (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall have been initiated or threatened (and not withdrawn) by the SECterminated.