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

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (ai) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any waiting period applicable to Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedOrder lifted); (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (eiii) all Requisite Regulatory Approvals consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained but excluding or made, except for filings in connection with the Merger and any Requisite Regulatory Approval other documents required to be filed after the Effective Time and except where the failure to obtain which have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a material adverse effect on ParentCompany Material Adverse Effect or a Parent Material Adverse Effect, Sub, as the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketcase may be; and (giv) the Registration Statement Merger Subsidiary shall have become effective under accepted for purchase and paid for the Securities Act and no stop order suspending effectiveness of Shares tendered pursuant to the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECOffer.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Company and Parent and Sub, on the other hand, Buyer to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to this Agreement and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action transactions contemplated hereby shall have been instituted approved and adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with Delaware Law; (b) any applicable waiting period under the Company HSR Act relating to the Merger shall have received the Company Stockholder Approvalexpired; (c) Parent no provision of any applicable law or regulation and no judgment, injunction, order or decree shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") prohibit the consummation of the Merger or any other transactions pursuant to this Agreement; (d) all consents, waivers, approvals, authorizations or permits by or from, and all actions by or in respect of or filings with any governmental body, agency, official, or authority required to permit the effective operation execution, delivery and performance of this Agreement, and the consummation of the business of Merger and the Company and its respective Subsidiaries after other transactions contemplated by this Agreement, including, without limitation, the Effective Time;FCC Transfer Approvals referred to below, shall have been obtained; and (e) except as set forth below, all Requisite Regulatory Approvals consents, waivers, approvals and authorizations (the "FCC Transfer Approvals") required to be obtained from, and all filings or notices required to be made by Buyer and the Company prior to consummation of the transactions contemplated in this Agreement shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Subfrom or made with, the Company orFCC, after and each of the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement FCC Transfer Approvals shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECa Final Order.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one handParent, Merger Subsidiary and Parent and Sub, on the other hand, Successor Subsidiary to consummate the Merger are subject to the satisfaction (or, if to the extent permissible, waiver by the party for whose benefit such conditions existwaiver) of the following conditions: (a) any waiting period applicable the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) no Applicable Law currently in effect or adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, make illegal or enjoin the consummation of the Merger under in a manner that would have or would reasonably be likely to have, individually or in the HSR Act shall have expired or been terminatedaggregate, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) a Material Adverse Effect on the Company shall have received the Company Stockholder Approvalor Parent; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock issuable to be issued in the stockholders of the Company pursuant to the Merger shall have been qualified approved for inclusion in Nasdaq Stock Market; andlisting on the NYSE, subject to official notice of issuance; (gd) the Registration Statement shall have become been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated be pending before or threatened by the SEC; (e) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (f) such authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, Governmental Authority as set forth on Schedule 10.01(f) shall have been obtained, made or occurred to the extent required by Applicable Law.

Conditions to the Obligations of Each Party. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, each party to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by on or prior to the party for whose benefit such conditions exist) Closing Date of the following conditions: (a) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (bi) the The Company shall have received obtained the Company Stockholder Approval; Approval and (cii) Parent shall have received obtained the Parent Stockholder Approval; (db) no courtAll consents, arbitrator approvals, orders or governmental body, agency or official shall have issued any orderauthorizations from, and there shall not be all material declarations, filings and registrations with, any statuteGovernmental Entity, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of required to consummate the Merger or and the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) all Requisite Regulatory Approvals other transactions contemplated by this Agreement shall have been obtained but excluding any Requisite Regulatory Approval or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to obtain which be obtained or made would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent, Sub, the Company orParent (for purposes of this clause, after giving effect to the Effective Time, the Surviving CorporationMerger); (fc) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the The Registration Statement shall have become been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall be pending before the SEC; (d) The Share Issuance shall have been initiated registered or threatened qualified under the securities or blue sky Laws of any jurisdiction where such registration or qualification is required, pursuant to Section 5.04(a) and Section 5.08(a); (e) MedCap Capital Partners L.P. and MedCap Master Fund L.P. shall have entered into voting agreements with Parent and the Company in substantially the form attached hereto as Exhibit B and Exhibit C, respectively; and (f) There shall not be pending any suit, action or proceeding by any Governmental Entity in any court of competent jurisdiction seeking to prohibit the SECconsummation of the Merger or any other transaction contemplated by this Agreement or that would otherwise cause a Material Adverse Effect on the Company or Parent.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Company and Parent and Sub, on the other hand, Buyer to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) if required by the DGCL, this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with the DGCL (except that this condition shall be deemed satisfied if Buyer shall have acquired 90% or more of the outstanding Shares); (b) any applicable waiting period applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated, and ; (c) no action Governmental Entity or federal or state court of competent jurisdiction shall have been instituted by enacted, issued or enforced any HSR Authority challenging statute, regulation, decree, injunction or seeking to enjoin other order which has become final and nonappealable and which prohibits the consummation of this transaction, which action shall have not been withdrawn or terminatedthe Merger; (bd) with respect to the obligations of Buyer, (i) each of the representations and warranties of the Company contained in this Agreement shall be true and correct, except in any case for such failures to be true and correct which would not, individually or in the aggregate, have a Company Material Adverse Effect, 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 shall remain true and correct as of such date and (ii) the Company shall have received performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator on or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after prior to the Effective Time;; and (e) all Requisite Regulatory Approvals with respect to the obligations of the Company, (i) each of the representations and warranties of Buyer contained in this Agreement shall have been obtained but excluding be true and correct, except in any Requisite Regulatory Approval case for such failures to be true and correct that would not, individually or in the failure to obtain which would not aggregate, have a material adverse effect on ParentBuyer Material Adverse Effect, Sub, the Company or, after as of the Effective Time, as though made on and as of the Surviving Corporation; Effective Time, except (fA) the shares for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of Parent Common Stock a particular date shall remain true and correct as of such date and (ii) Buyer shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be issued in performed or complied with by Buyer on or prior to the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECEffective Time.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, or waiver by each party (to the party for whose benefit such conditions existextent permitted by Applicable Law) of the following conditions: (a) any waiting period applicable to the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (i) no Applicable Law shall prohibit the consummation of the Merger and (ii) there shall not have been instituted or pending any action or 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 of the Merger; (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, terminated and no action (ii) any applicable waiting period (or extensions thereof) or approvals under each Foreign Antitrust Law relating to the transactions contemplated by this Agreement and the Transaction Agreement shall have expired, been instituted by any HSR Authority challenging terminated or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approvalobtained; (d) no court, arbitrator or governmental body, agency or official the Registration Statement shall have issued any order, been declared effective and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") no stop order suspending the consummation effectiveness of the Merger Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the effective operation of the business of the Company and its respective Subsidiaries after the Effective TimeSEC; (e) all Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq listing on the New York Stock MarketExchange, subject to official notice of issuance; and (gf) all actions by or in respect of, or filings with, any Governmental Authority, required to permit the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness consummation of the Registration Statement Merger (other than those referred to Section 9.01(c)) shall have been issued and no proceeding for that purpose shall have been initiated taken, made or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) no provision of any waiting period applicable to Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedbe in effect; (b) all consents, Authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the Company execution, delivery and performance of this Agreement shall have received been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, Authorization, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Stockholder Approval;Material Adverse Effect or materially impair the ability of Parent and Merger Subsidiary, taken as a whole, to consummate the transactions contemplated by this Agreement, as the case may be; and (c) Parent Merger Subsidiary shall have received accepted for purchase and paid for the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any order, Shares validly tendered and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") withdrawn pursuant to the consummation of the Merger or the effective operation of the business of the Company Offer and its respective Subsidiaries after the Effective Time; (e) made all Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective payments required under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECSection 3.8.

Conditions to the Obligations of Each Party. The obligations of the Company, on Company and the one hand, and Parent and Sub, on the other hand, New Investor to consummate the Merger Transactions are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Secondary Share Purchase Agreement in the form attached hereto as Annex F shall be consummated simultaneously with the Closing; (b) any applicable waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official Governmental Authority shall have issued any orderinjunction, order or decree still in effect, and there shall not be in effect any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger Transactions or the effective operation of any material portion of the business of the Company and its respective Subsidiaries after the Effective TimeClosing Date; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Transactions, shall have been taken, made or obtained, except where the failure to take, make or obtain such actions or filings, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect; and (e) all Requisite Regulatory Approvals licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have been obtained but excluding any Requisite Regulatory Approval and made by the Company, except where the failure to obtain which receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a material adverse Material Adverse Effect (either before or after giving effect on Parent, Sub, to the Company or, after the Effective Time, the Surviving Corporation;Transactions); and (f) the shares of Parent Common Stock to be issued in the Merger Company and Heartland shall have been qualified entered into a monitoring fee agreement (the "NEW MONITORING AGREEMENT") in form and substance satisfactory to each of them providing for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness payment to Heartland of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECan annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The obligations respective obligation of each Party to proceed with the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger are Closing is subject to the satisfaction (or, if permissible, or waiver by each of the party for whose benefit such conditions existParties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) any if applicable, (i) the waiting period under the HSR Act applicable to the consummation of the Merger under the HSR Act transactions contemplated hereby shall have expired or been terminatedexpired, and no action (ii) notice of early termination shall have been instituted received, or (iii) a consent order shall have been issued by or from the applicable Governmental Authorities and any HSR other necessary filings with and consents of any Governmental Authority challenging or seeking to enjoin required for the consummation of the transactions contemplated by this transaction, which action Agreement shall have not been withdrawn made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or terminated;obtain such filings and consents; and (b) the Company no Party shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no courtbe subject to any decree, arbitrator order or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") injunction of a court of competent jurisdiction that prohibits the consummation of the Merger transactions contemplated hereby and no statute, rule, regulation, order, decree or injunction enacted, entered, or issued by any Governmental Authority, or other legal restraint or prohibition preventing the effective operation consummation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) all Requisite Regulatory Approvals transactions contemplated by this Agreement, shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECeffect.

Conditions to the Obligations of Each Party. The obligations of Buyer and the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to this Agreement and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action transactions contemplated by this Agreement shall have been instituted adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with the Delaware Law; (b) any applicable waiting period under the HSR Act and any applicable pre-merger notification or similar statutes and rules listed in Section 3.03 of the Company Disclosure Schedule or Section 4.03 of the Buyer Disclosure Schedule shall have received the Company Stockholder Approvalexpired; (c) Parent no provision of any applicable law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall have received prohibit the Parent Stockholder Approvalconsummation of the Merger; (d) no court, arbitrator or governmental body, agency or official Action shall have issued be instituted by any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the Governmental Authority which seeks to prevent consummation of the Merger or seeking material damages in connection with the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time;transactions contemplated hereby which continues to be outstanding. (e) all Requisite Regulatory Approvals the Form F-4 shall have been obtained but excluding any Requisite Regulatory Approval declared effective under the failure to obtain which would not have a material adverse 1933 Act and no stop order suspending the effectiveness of the Form F-4 shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before or threatened by the Company or, after the Effective Time, the Surviving CorporationSEC; (fi) the shares of Parent Buyer Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq listing, effective on or before the Merger Date, on Nasdaq's NMS, (ii) Buyer shall have received the approval of all applicable regulatory authorities related to such listing; and (iii) Buyer's Common Stock Marketshall have been registered with the SEC under the Exchange Act; and (g) all actions by or in respect of or filings with any Governmental Authority required to permit the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness consummation of the Registration Statement Merger shall have been issued and no proceeding for that purpose made or obtained other than any such actions or filings, the failure of which to make or obtain shall not be reasonably likely to have been initiated a Material Adverse Effect on Buyer or threatened by the SECCompany.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if to the extent permissible, waiver by the party for whose benefit such conditions existwaiver) of the following conditions: (a) any waiting period applicable the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) no Applicable Law currently in effect or adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, make illegal or enjoin the consummation of the Merger under in a manner that would have or would reasonably be likely to have, individually or in the HSR Act shall have expired or been terminatedaggregate, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) a Material Adverse Effect on the Company shall have received the Company Stockholder Approvalor Parent; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock issuable to be issued in the stockholders of the Company pursuant to the Merger shall have been qualified approved for inclusion in Nasdaq Stock Market; andlisting on the NYSE, subject to official notice of issuance; (gd) the Registration Statement shall have become been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated be pending before or threatened by the SEC; (e) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (f) such authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, Governmental Authority as set forth on Schedule 10.01(f) shall have been obtained, made or occurred to the extent that any failure to obtain such authorizations, consents, orders, declarations or approvals of, or to make filings with, or to have terminations or expirations of waiting periods occur that would have or would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissibleto the extent permitted by Applicable Law, waiver by waiver, provided that the party for whose benefit such conditions existcondition set forth in Section 9.01(a) shall not be waivable) of the following conditions: (a) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action Company Stockholder Approval shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedobtained; (b) the Company Parent Stockholder Approval shall have received the Company Stockholder Approvalbeen obtained; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be injunction or decree issued by any statute, rule court or regulation, restraining agency of competent jurisdiction or prohibiting (collectively, "Restraints") other legal restraint or prohibition preventing the consummation of the Merger or the effective operation any of the business other Transactions shall be in effect, and no statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Authority or otherwise be in effect which prohibits or makes illegal consummation of the Company and its respective Subsidiaries after Merger or any of the Effective Timeother Transactions; (ed) all Requisite Regulatory Approvals the Registration Statement shall have been obtained but excluding any Requisite Regulatory Approval declared effective and no stop order suspending the failure to obtain which would not have a material adverse effectiveness of the Registration Statement shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before the Company or, after the Effective Time, the Surviving Corporation;SEC; and (fe) the shares of Parent Common Stock to be issued in the Merger Parent Share Issuance shall have been qualified approved for inclusion in Nasdaq Stock Market; and (g) listing on the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness NYSE, subject to official notice of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECissuance.

Conditions to the Obligations of Each Party. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, each party to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by on or prior to the party for whose benefit such conditions exist) Closing Date of the following conditions: (a) any waiting period applicable to If required by the consummation of the Merger under the HSR Act shall have expired or been terminatedDGCL, and no action this Agreement shall have been instituted adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with the DGCL; (b) No judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall be in effect which has the Company shall have received effect of making the Company Stockholder Approval; (c) Parent shall have received Merger or the Parent Stockholder Approval; (d) no court, arbitrator Second Merger illegal or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, otherwise restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the business parties shall have used its reasonable efforts to prevent the entry of the Company and its respective Subsidiaries after the Effective Timeany such judgment, injunction, order or decree; (ec) All consents, approvals, orders or authorizations from, and all Requisite Regulatory Approvals material declarations, filings and registrations with, any Governmental Entity required to consummate the Merger and the Second Merger shall have been obtained but excluding any Requisite Regulatory Approval or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to obtain which be obtained or made would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, Sub, the Company orParent Material Adverse Effect (for purposes of this clause, after giving effect to the Effective Time, the Surviving CorporationMerger); (fd) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated or threatened by be pending before the SEC; and (e) Merger Sub shall have purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached hereto).

Conditions to the Obligations of Each Party. The obligations obligation of the Company, on the one hand, and Parent and Sub, on the other hand, each Party to consummate the Merger are Transaction contemplated by this Agreement is subject to the satisfaction (or, if permissibleto the extent permitted by applicable Law, waiver in writing by the party for whose benefit such conditions exist) each Party, at or prior to Closing, of the following conditions: (a) the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any waiting period applicable non-de minimis modification being acceptable to Company and Buyer acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey; (c) no Governmental Entity of a competent jurisdiction shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger Transaction and no applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, the presence of such Law will only be a failure to meet a condition under this ‎Section 7.1(c) to the extent it would constitute a Material Restraint); and (d) all consents required (or, as the case may be, confirmation from the relevant authority that it does not consider its consent would be required) under the HSR Act Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have been obtained or any applicable waiting period (and any extensions thereof) thereunder shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, each Party to consummate the Merger Mergers are subject to the satisfaction (or, if permissible, waiver by at or before the party for whose benefit such conditions exist) 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: (aA) any waiting period applicable to this Agreement and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action transactions contemplated hereby shall have been instituted approved in the manner required by any HSR Authority challenging or seeking to enjoin applicable Law by the consummation holders of this transaction, which action shall have not been withdrawn or terminatedthe NACT Stock; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (gB) the Registration Statement shall have become effective under the Securities Act and no shall not be the subject of any stop order suspending effectiveness or proceedings seeking a stop order, and Holdco shall have received all state securities or "blue sky" authorizations necessary to issue the Holdco Stock issuable pursuant and to this Agreement; (C) no 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 Mergers illegal or otherwise prohibiting consummation of the Registration Statement Mergers; (D) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Mergers shall have been issued and no proceeding for that purpose obtained, other than the filing of the requisite Certificate of Merger with the Secretary of State of the State of Delaware; (E) the shares of Holdco Stock issuable pursuant to this Agreement shall have been initiated or threatened by approved for listing on NASDAQ; and (F) the SECGST Stock Purchase shall have been consummated.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction or (or, if permissible, to the extent permitted by Applicable Law) waiver by Parent and the party for whose benefit such conditions exist) Company on or prior to the Effective Time of the following conditions: (a) the Stockholder Approvals shall have been obtained; (b) no Applicable Law shall be in effect which prohibits the Merger; (c) no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (d) (i) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, (ii) all filings, consents, approvals and no action shall have been instituted by authorizations legally required to be made or obtained with respect to any HSR Authority challenging or seeking other Competition Law to enjoin consummate the consummation of this transactionMerger, which action shall have not been withdrawn or terminated; (bincluding those identified on Section 9.01(d)(ii) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals Disclosure Schedule, shall have been obtained but excluding or any Requisite Regulatory Approval the failure to obtain which would not applicable waiting period thereunder shall have a material adverse effect on Parentexpired or been terminated and (iii) all other filings, Subconsents, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock approvals and authorizations legally required to be issued in made or obtained with or from any other Governmental Authority to consummate the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated made or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, each party to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by on or prior to the party for whose benefit such conditions exist) Closing Date of the following conditions: (a) any waiting period applicable to If required by the consummation of the Merger under the HSR Act shall have expired or been terminatedDGCL, and no action this Agreement shall have been instituted adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with the DGCL; (b) No judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall be in effect which has the Company shall have received effect of making the Company Stockholder Approval; (c) Parent shall have received Merger or the Parent Stockholder Approval; (d) no court, arbitrator Second Merger illegal or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, otherwise restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the business parties shall have used its reasonable efforts to prevent the entry of the Company and its respective Subsidiaries after the Effective Timeany such judgment, injunction, order or decree; (ec) All consents, approvals, orders or authorizations from, and all Requisite Regulatory Approvals material declarations, filings and registrations with, any Governmental Entity required to consummate the Merger and the Second Merger shall have been obtained but excluding any Requisite Regulatory Approval or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to obtain which be obtained or made would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, Sub, the Company orParent Material Adverse Effect (for purposes of this clause, after giving effect to the Effective Time, the Surviving CorporationMerger); (fd) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated or threatened by be pending before the SEC; and (e) Merger Sub shall have purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) the Court Approval shall have been obtained and a certified copy thereof shall have been filed with the Companies Registrar; (b) (i) no Applicable Law of any waiting period applicable jurisdiction in which either Parent or the Company has material business or operations, shall prohibit or enjoin the consummation of the Merger, and (ii) there shall not have been instituted or pending any action or proceeding by any Governmental Authority challenging or seeking to make illegal, to delay materially or otherwise to restrain or prohibit the consummation of the Merger or seeking to obtain material damages with respect to the Merger; (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, and no action (ii) all approvals, consents, actions, notices and filings that are required to have been obtained, taken or made under Foreign Antitrust Laws to consummate the Merger shall have been instituted by any HSR Authority challenging obtained, taken or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approvalmade; (d) no court, arbitrator or governmental body, agency or official the Investment Center Approval and the OCS Approval shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Timebeen obtained; (e) all Requisite Regulatory Approvals if Section 7.06 applies, the Registration Statement shall have been obtained but excluding any Requisite Regulatory Approval declared effective by the failure to obtain which would not have a material adverse SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before or threatened by the Company or, after the Effective Time, the Surviving Corporation;SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness listing on NASDAQ, subject to official notice of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECissuance.

Conditions to the Obligations of Each Party. The obligations of the Company, on Company and the one hand, and Parent and Sub, on the other hand, New Investor to consummate the Merger Transactions are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Secondary Share Purchase Agreement in the form attached hereto as Annex F shall be consummated simultaneously with the Closing; (b) any applicable waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official Governmental Authority shall have issued any orderinjunction, order or decree still in effect, and there shall not be in effect any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger Transactions or the effective operation of any material portion of the business of the Company and its respective Subsidiaries after the Effective TimeClosing Date; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Transactions, shall have been taken, made or obtained, except where the failure to take, make or obtain such actions or filings, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect; and (e) all Requisite Regulatory Approvals licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have been obtained but excluding any Requisite Regulatory Approval and made by the Company, except where the failure to obtain which receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a material adverse Material Adverse Effect (either before or after giving effect on Parent, Sub, to the Company or, after the Effective Time, the Surviving Corporation;Transactions); and (f) the shares of Parent Common Stock to be issued in the Merger Company and Heartland shall have been qualified entered into a monitoring fee agreement (the "New Monitoring Agreement") in form and substance satisfactory to each of them providing for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness payment to Heartland of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECan annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action Company Stockholder Approval shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedobtained in accordance with Delaware law; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (di) no courtApplicable Law shall prohibit the consummation of the Merger, arbitrator or governmental body, agency or official shall have issued any order, and (ii) there shall not be instituted or pending any statuteaction or proceeding in which a Governmental Authority is seeking to (A) make the Merger illegal or to prohibit consummation of the Merger or the other transactions contemplated by this Agreement, rule (B) cause the transactions contemplated by this Agreement to be rescinded following consummation or regulation(C) impose material limitations on the ability of Parent effectively to exercise full rights of ownership of all shares of the Table of Contents Surviving Corporation, restraining and (iii) there shall be no judgment, order or prohibiting (collectively, "Restraints") decree of any Governmental Authority of competent jurisdiction in effect that shall prohibit the consummation of the Merger or the effective operation consummation of the business of the Company and its respective Subsidiaries after the Effective Timeother transactions contemplated by this Agreement; (ec) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (d) all Requisite Regulatory Approvals shall have been obtained but excluding actions by or in respect of, or filings with, any Requisite Regulatory Approval Governmental Authority, required to permit the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares consummation of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated taken, made or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, on the one hand, and Parent and Sub, on the other hand, each Party to consummate the Merger are Transaction contemplated by this Agreement is subject to the satisfaction (or, if permissibleto the extent permitted by applicable Law, waiver in writing by the party for whose benefit such conditions exist) each Party, at or prior to Closing, of the following conditions:conditions:‌ (a) the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM;‌ (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without‌ modification (but subject to any waiting period applicable non-de minimis modification being acceptable to Company and Buyer acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey; (c) no Governmental Entity of a competent jurisdiction shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger Transaction and no applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, the presence of such Law will only be a failure to meet a condition under this Section 7.1(c) to the extent it would constitute a Material Restraint); and‌ (d) all consents required (or, as the case may be, confirmation from the relevant authority that it does not consider its consent would be required) under the HSR Act Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have been obtained or any‌ applicable waiting period (and any extensions thereof) thereunder shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC.terminated;

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) if approval of the Merger by the holders of Shares is required by applicable law, this Agreement and the Merger shall have been adopted by the requisite vote of the stockholders of the Company in accordance with the DGCL; (b) no provision of any waiting period applicable to law or regulation and no judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction shall have the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall (each party agreeing to use its best efforts, including appeals to higher courts, to have expired any judgment, injunction, order or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approvaldecree lifted); (c) Parent Merger Subsidiary shall have received accepted and purchased Shares validly tendered and not withdrawn pursuant to the Parent Stockholder Approval;Offer; and (d) no courtall consents, arbitrator authorizations, orders and approvals of (or governmental bodyfilings or registrations with) any Governmental Entity required in connection with the execution, agency or official shall have issued any order, delivery and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation performance of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) all Requisite Regulatory Approvals this Agreement shall have been obtained but excluding or made, except for filings in connection with the Merger and any Requisite Regulatory Approval other documents required to be filed after the Effective Time and except where the failure to obtain which have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in make the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECillegal.

Conditions to the Obligations of Each Party. The obligations ---------- -- --- ----------- -- ---- ----- of the Company, on the one hand, and Parent and Sub, on the other hand, Subcorp to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any waiting period applicable to the court of competent jurisdiction that prohibits consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any orderMerger, and there shall not be any action taken, or any statute, rule rule, regulation or regulationorder enacted, restraining entered, enforced or prohibiting (collectivelydeemed applicable to the Merger, "Restraints") that makes the consummation of the Merger illegal or substantially deprives Parent of any of the anticipated benefits of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Timerelated transactions; (eb) all Requisite Regulatory Approvals shall have been obtained but excluding actions by or in respect of or filings with any Requisite Regulatory Approval Governmental Authority required to permit the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares consummation of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketobtained (other than those actions or filings that, if not obtained or made prior to the consummation of the Merger, would not have a Parent Material Adverse Effect after the Effective Time or be reasonably likely to subject the Company, Parent, Subcorp or any of their respective subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); and (gc) all proceedings in connection with the Registration Statement shall have become effective under transactions contemplated by this Agreement and all certificates and other documents reasonably requested by a party to be delivered to such party pursuant to this Agreement or in connection with the Securities Act Closing will be reasonably satisfactory to such party and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECits counsel.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if to the extent legally permissible, waiver by the party for whose benefit such conditions existwaiver) of the following conditions: (a) any waiting period applicable to the consummation of this Agreement and the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted approved and adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with DGCL; (b) any applicable waiting period under the Company HSR Act relating to the Merger shall have received the Company Stockholder Approvalexpired; (c) Parent any applicable approval by the European Commission of the transactions contemplated by this Agreement shall have received been obtained pursuant to the Parent Stockholder ApprovalEC Merger Regulation; (d) no courtprovision of any applicable law or regulation and no judgment, arbitrator injunction, order or governmental body, agency decree shall prohibit or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") enjoin the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective TimeMerger; (e) all Requisite Regulatory Approvals the Form S-4 shall have been obtained but excluding any Requisite Regulatory Approval declared effective under the failure to obtain which would not have a material adverse Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before or threatened by the Company or, after the Effective Time, the Surviving CorporationCommission; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq Stock Market; andlisting on the NYSE, subject to official notice of issuance; (g) neither the Registration Statement shall have become effective under U.S. Federal Trade Commission nor the Securities Act and no stop order suspending effectiveness Antitrust Division of the Registration Statement U.S. Department of Justice, as the case may be, shall have been issued have, as a condition to its approval of the Merger and no the other transactions contemplated by this Agreement, required Parent to take any action which, individually or in the aggregate, would result in, or be reasonably likely to result in, a Substantial Detriment; (h) there shall not be instituted or pending any action or proceeding for that purpose shall have been initiated by any governmental authority (whether domestic, foreign or threatened by the SEC.supranational) before any court or governmental authority or agency, domestic, foreign or supranational, seeking to

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of each of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any waiting period applicable to the court of competent jurisdiction which prohibits consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any orderMerger, and there shall not be any action taken by any Governmental Authority, or any statute, rule rule, regulation or regulationorder enacted, restraining entered, enforced or prohibiting (collectivelydeemed applicable to the Merger, "Restraints") which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the effective operation Participating Rights Holders of any of the business anticipated benefits of the Company and its respective Subsidiaries after Merger or the Effective Timerelated transactions, taken as a whole; (eb) all Requisite Regulatory Approvals 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 but excluding any Requisite Regulatory Approval (other than those actions or filings which, if not obtained or made prior to the failure to obtain which consummation of the Merger, would not have a material adverse effect Material Adverse Effect on Parent, Sub, the Company or, prior to or after the Effective TimeTime or a Material Adverse Effect on Parent after the Effective Time or be reasonably likely to subject the Company, the Surviving CorporationParent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); (fc) the shares of Parent Common Stock to be issued in the Merger Initial Stockholder Approval shall have been qualified for inclusion in Nasdaq Stock Marketobtained; and (gd) the Registration Statement Parent shall have become effective under delivered to the Securities Act Company a Merger Election Notice in accordance with Section 1.1(b) and no stop order suspending effectiveness of the Registration Statement such Merger Election Notice shall not have been issued and no proceeding for that purpose shall have been initiated withdrawn or threatened revoked in any manner by the SECParent.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of each of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any waiting period applicable to court of competent jurisdiction which prohibits the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any orderMerger, and there shall not be any action taken by any Governmental Authority, or any statute, rule rule, regulation or regulationorder enacted, restraining entered, enforced or prohibiting (collectivelydeemed applicable to the Merger, "Restraints") which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the effective operation Participating Rights Holders of any of the business anticipated benefits of the Company and its respective Subsidiaries after Merger or the Effective Timerelated transactions, taken as a whole; (eb) all Requisite Regulatory Approvals 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 but excluding any Requisite Regulatory Approval (other than those actions or filings which, if not obtained or made prior to the failure to obtain which consummation of the Merger, would not have a material adverse effect Material Adverse Effect on Parent, Sub, the Company or, prior to or after the Effective TimeTime or a Material Adverse Effect on Parent after the Effective Time or be reasonably likely to subject the Company, the Surviving Corporation; (f) the shares Parent, Merger Sub, or any of Parent Common Stock their respective Subsidiaries or any of their respective officers or directors to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketsubstantial penalties or criminal liability); and (gc) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement Initial Stockholder Approval shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (ai) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Required Company Vote; (ii) no provision of any waiting period applicable to Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall be in effect (each party agreeing to use its reasonable best efforts, including appeals to higher Courts, to have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedOrder lifted); (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (eiii) all Requisite Regulatory Approvals consents, Authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained but excluding or made, except for filings in connection with the Merger and any Requisite Regulatory Approval other documents required to be filed after the Effective Time and except where the failure to obtain which have obtained or made any such consent, Authorization, Order, approval, filing or registration would not make the Merger illegal or have a material adverse effect on ParentCompany Material Adverse Effect or a Parent Material Adverse Effect, Sub, as the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketcase may be; and (giv) the Registration Statement Merger Subsidiary shall have become effective accepted for purchase and paid for the Shares validly tendered and not withdrawn pursuant to the Offer and made all payments required under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECSection 3.8.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of each of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any waiting period applicable to the court of competent jurisdiction which prohibits consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any orderMerger, and there shall not be any action taken by any Governmental Authority, or any statute, rule rule, regulation or regulationorder enacted, restraining entered, enforced or prohibiting (collectivelydeemed applicable to the Merger, "Restraints") which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the effective operation Participating Rights Holders of any of the business anticipated benefits of the Company and its respective Subsidiaries after Merger or the Effective Timerelated transactions, taken as a whole; (eb) all Requisite Regulatory Approvals 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 but excluding any Requisite Regulatory Approval (other than those actions or filings which, if not obtained or made prior to the failure to obtain which consummation of the Merger, would not have a material adverse effect Material Adverse Effect on Parent, Sub, the Company or, prior to or after the Effective TimeTime or a Material Adverse Effect on Parent after the Effective Time or be reasonably likely to subject the Company, the Surviving Corporation; (f) the shares Parent, Merger Sub, or any of Parent Common Stock their respective Subsidiaries or any of their respective officers or directors to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketsubstantial penalties or criminal liability); and (gc) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement Initial Stockholder Approval shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) the Court Approval shall have been obtained and a certified copy thereof shall have been filed with the Companies Registrar; (b) (i) no Applicable Law of any waiting period applicable jurisdiction in which either Parent or the Company has material business or operations, shall prohibit or enjoin the consummation of the Merger, and (ii) there shall not have been instituted or pending any action or proceeding by any Governmental Authority challenging or seeking to make illegal, to delay materially or otherwise to restrain or prohibit the consummation of the Merger or seeking to obtain material damages with respect to the Merger; A-40 (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, and no action (ii) all approvals, consents, actions, notices and filings that are required to have been obtained, taken or made under Foreign Antitrust Laws to consummate the Merger shall have been instituted by any HSR Authority challenging obtained, taken or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approvalmade; (d) no court, arbitrator or governmental body, agency or official the Investment Center Approval and the OCS Approval shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Timebeen obtained; (e) all Requisite Regulatory Approvals if Section 7.06 applies, the Registration Statement shall have been obtained but excluding any Requisite Regulatory Approval declared effective by the failure to obtain which would not have a material adverse SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before or threatened by the Company or, after the Effective Time, the Surviving Corporation;SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness listing on NASDAQ, subject to official notice of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECissuance.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (ai) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Required Company Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any waiting period applicable to Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall be in effect (each party agreeing to use its reasonable best efforts, including appeals to higher Courts, to have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedOrder lifted); (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (eiii) all Requisite Regulatory Approvals consents, Authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained but excluding or made, except for filings in connection with the Merger and any Requisite Regulatory Approval other documents required to be filed after the Effective Time and except where the failure to obtain which have obtained or made any such consent, Authorization, Order, approval, filing or registration would not make the Merger illegal or have a material adverse effect on ParentCompany Material Adverse Effect or a Parent Material Adverse Effect, Sub, as the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketcase may be; and (giv) the Registration Statement Merger Subsidiary shall have become effective under accepted for purchase and paid for the Securities Act Shares validly tendered and no stop order suspending effectiveness of not withdrawn pursuant to the Registration Statement shall Offer, and if the Top-Up Option was exercised, the Top-Up Shares have been issued to Parent, and no proceeding for that purpose Merger Subsidiary shall have been initiated or threatened by the SECmade all payments required under Section 3.8.

Conditions to the Obligations of Each Party. The obligations of the ------------------------------------------- Company, on the one hand, Eastwind and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) this Agreement shall have been adopted by the directors and by the stockholders of the Company and of Merger Subsidiary in accordance with Delaware Law; (b) no provision of any waiting period applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (c) all actions by or in respect of or filings with any governmental body, agency, official, or authority required to permit the consummation of the Merger 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 reasonably be expected to have a Material Adverse Effect or would not cause the Merger under the HSR Act shall have expired to be legally ineffective, unlawful or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approvalinvalid); (d) no court, arbitrator or governmental body, agency or official shall have issued any order, and there shall not be in effect any statutebanking moratorium or suspension of payments in respect of banks in the United States or Canada, rule or regulationany general suspension in trading in, restraining or prohibiting (collectivelylimitation on prices for, "Restraints") securities on the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective TimeNASDAQ Small Capital Market; (e) all Requisite Regulatory Approvals All third-party consents to the change of control in the Company effected by the Merger required under any written contract or agreement, a list of which is included in Schedules 3.01(b) and (c), the failure of which to obtain could reasonably be expected to have a Material Adverse Effect, shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation;obtained. (f) All other required governmental regulatory approvals of the shares of Parent Common Stock to be issued Merger in the Merger United States shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations of each of the Company, on the one handNewco, Holdings and Parent and Sub, on the other hand, FDESI to consummate the Merger are subject to the satisfaction of the following conditions (or, if permissible, waiver which may be waived in whole or in part by the party for whose benefit against whom the waiver is to be effective, unless such conditions exist) of the following conditions:a waiver is prohibited by law): (a) the Transactions, including the Charter Amendments and the Recapitalization, shall have been approved by the holders of a majority of the outstanding Common Stock; (b) any applicable waiting period applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent no provision of any applicable law or regulation and no judgment, injunction, order or decree of any court or other governmental body of competent jurisdiction shall have received the Parent Stockholder Approval; (d) no court, arbitrator be in effect which prohibits or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") makes illegal the consummation of the Merger or the effective operation effectiveness as between the parties of the business Marketing Agreement; (d) all consents or actions by or in respect of or filings with any governmental body, agency, official, or authority required to permit the consummation of the Merger and the effectiveness as between the parties of the Marketing Agreement as between the parties shall have been obtained, taken or made (other than those consents, actions or filings which, if not obtained, taken or made prior to the consummation of the Merger and the effectiveness as between the parties of the Marketing Agreement, as would not have a Company and its respective Subsidiaries after the Effective Time;Material Adverse Effect); and (e) all Requisite Regulatory Approvals there shall have been obtained but excluding not be in effect any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares banking moratorium or suspension of Parent Common Stock to be issued payments in respect of banks in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECUnited States.

Conditions to the Obligations of Each Party. The respective obligations of the Company, on the one hand, Buyer and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, or waiver by on or prior to the party for whose benefit such conditions exist) Closing Date of the following conditions: (a) if required by Delaware Law, this Agreement shall have been approved 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 (x) 90% or more of the outstanding shares of Class A Common and (y) 90% or more of the outstanding shares of Class B Common); (b) any applicable waiting period applicable to the consummation of the Merger (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent no Governmental Entity or federal or state court of competent jurisdiction shall have received enacted, issued or enforced any statute, regulation, decree, injunction or other order which has become final and nonappealable and which prohibits the Parent Stockholder Approval;consummation of the Merger; provided, however, that each of the parties shall have used its best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered prior to it having become final and nonappealable; and (d) no court, arbitrator or governmental body, agency or official Merger Subsidiary shall have issued any order, purchased pursuant to the Offer all Shares validly tendered prior to the expiration thereof and there not withdrawn or shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of have purchased pursuant to the Company and its respective Subsidiaries after the Effective Time; (e) Stockholders Agreement all Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECShares tendered thereunder.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Seller and Parent and Sub, on the other hand, Purchaser to consummate the Merger Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any applicable waiting period applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Company shall have received consummation of the Company Stockholder Approvaltransactions contemplated hereby; (c) Parent all Governmental Consents shall have received been obtained and be in effect, and be subject to no limitations, conditions, restrictions or 18 obligations, except for such consents the Parent Stockholder Approvalfailure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or governmental body, agency or official Governmental Body shall have issued any order, and there shall not be any statute, rule or regulation, regulation restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries Purchaser or Seller after the Effective TimeClosing that would be reasonably expected to have a Purchaser Material Adverse Effect (after giving effect to the transactions contemplated hereby); (e) all Requisite Regulatory Approvals the FCC Consent shall have been obtained but excluding become a Final Order and shall not contain any Requisite Regulatory Approval the failure conditions with respect to obtain Seller or Purchaser, which conditions would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation;Seller Material Adverse Effect or Purchaser Material Adverse Effect; and (f) all conditions set forth in Article 9 of the shares of Parent Common Stock to be issued in the Merger shall Reorganization Agreement have been qualified for inclusion satisfied or expressly waived in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECwriting.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) if approval of the Plan of Merger by the holders of Shares is required by applicable Law, the Plan of Merger shall have been approved by the requisite vote of the shareholders of the Company in accordance with the WBCL, provided that, Parent and Merger Sub shall have voted all of their Shares in favor of the Plan of Merger; (b) no provision of any waiting period applicable to Law or Order of any Governmental Entity of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger under the HSR Act shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder ApprovalOrder lifted); (c) Parent the conditions set forth in clause (x) of the first paragraph of Annex A shall have received the Parent Stockholder Approval;been satisfied; and (d) no court, arbitrator or governmental body, agency or official Merger Sub shall have issued any orderaccepted for purchase and paid for the Shares tendered pursuant to the Offer; provided, and there that this condition shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") deemed to have been satisfied with respect to the consummation obligation of the Purchaser and Merger Sub to effect the Merger if Merger Sub fails to accept for payment or pay for Shares validly tendered and not withdrawn pursuant to the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) Offer at a time when all Requisite Regulatory Approvals shall conditions under Annex A have been obtained but excluding any Requisite Regulatory Approval the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECsatisfied.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Seller and Parent and Sub, on the other hand, Purchaser to consummate the Merger Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any applicable waiting period applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the Company shall have received consummation of the Company Stockholder Approvaltransactions contemplated hereby; (c) Parent all Governmental Consents shall have received been obtained and be in effect, and be subject to no limitations, conditions, restrictions or obligations, except for such consents the Parent Stockholder Approvalfailure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or governmental body, agency or official Governmental Body shall have issued any order, and there shall not be any statute, rule or regulation, regulation restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries Purchaser or Seller after the Effective TimeClosing that would be reasonably expected to have a Purchaser Material Adverse Effect (after giving effect to the transactions contemplated hereby); (e) all Requisite Regulatory Approvals the FCC Consent shall have been obtained but excluding become a Final Order and shall not contain any Requisite Regulatory Approval the failure conditions with respect to obtain Seller or Purchaser, which conditions would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation;Seller Material Adverse Effect or Purchaser Material Adverse Effect; and (f) all conditions set forth in Article 9 of the shares of Parent Common Stock to be issued in the Merger shall Reorganization Agreement have been qualified for inclusion satisfied or expressly waived in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECwriting.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Buyer and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by on or prior to the party for whose benefit such conditions exist) Closing Time of the following conditions, except to the extent permitted by applicable law, that such conditions may be waived: (a) this Agreement shall have been duly adopted by the stockholders of the Company in accordance with the conditions specified in the DGCL; (b) any applicable waiting period applicable under the HSR Act relating to the Merger shall have expired or been earlier terminated; (c) No court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger (collectively, an "Order"), and no Governmental Entity or any other Person shall have instituted any proceeding seeking such an Order; and (d) Other than the Certificate of Merger, all notices, reports and other filings required to be made prior to the Effective Time by the Company or Buyer or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Buyer from any Governmental Entity (collectively, "Governmental Consents") in connection with the execution and delivery of this Agreement and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging made or seeking obtained upon terms and conditions that are not reasonably likely to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") the consummation of the Merger a Material Adverse Effect on Buyer or the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time; (e) all Requisite Regulatory Approvals shall have been obtained but excluding any Requisite Regulatory Approval Company, except those Governmental Consents that the failure to make or obtain which would not are not, individually or in the aggregate, reasonably likely to have a material adverse effect Material Adverse Effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECBuyer.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Subsidiary to consummate the Merger are subject to the satisfaction or (or, if permissible, to the extent permitted by Applicable Law) waiver by Parent and the party for whose benefit such conditions exist) Company on or prior to the Effective Time of the following conditions: (a) the Stockholder Approvals shall have been obtained; (b) no Applicable Law shall be in effect which prohibits the Merger; (c) no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (i) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, (ii) all filings, consents, approvals and no action shall have been instituted by authorizations legally required to be made or obtained with respect to any HSR Authority challenging or seeking other Competition Law to enjoin consummate the consummation of this transactionMerger, which action shall have not been withdrawn or terminated; (bincluding those identified on Section 9.01(d)(ii) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) 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 (collectively, "Restraints") 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 Requisite Regulatory Approvals Disclosure Schedule, shall have been obtained but excluding or any Requisite Regulatory Approval the failure to obtain which would not applicable waiting period thereunder shall have a material adverse effect on Parentexpired or been terminated and (iii) all other filings, Subconsents, the Company or, after the Effective Time, the Surviving Corporation; (f) the shares of Parent Common Stock approvals and authorizations legally required to be issued in made or obtained with or from any other Governmental Authority to consummate the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated made or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The respective obligations of the Company, on the one hand, and Parent and Sub, on the other hand, each party to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by on or prior to the party for whose benefit such conditions exist) Closing Date of the following conditions: (a) any waiting period applicable to If required by the consummation of the Merger under the HSR Act shall have expired or been terminatedDGCL, and no action this Agreement shall have been instituted adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with the DGCL; (b) No judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall be in effect which has the Company shall have received effect of making the Company Stockholder Approval; (c) Parent shall have received Merger or the Parent Stockholder Approval; (d) no court, arbitrator Second Merger illegal or governmental body, agency or official shall have issued any order, and there shall not be any statute, rule or regulation, otherwise restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the business parties shall have used its reasonable efforts to prevent the entry of the Company and its respective Subsidiaries after the Effective Timeany such judgment, injunction, order or decree; (ec) All consents, approvals, orders or authorizations from, and all Requisite Regulatory Approvals material declarations, filings and registrations with, any Governmental Entity required to consummate the Merger and the Second Merger shall have been obtained but excluding any Requisite Regulatory Approval or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to obtain which be obtained or made would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, Sub, the Company orParent Material Adverse Effect (for purposes of this clause, after giving effect to the Effective Time, the Surviving CorporationMerger); (fd) the shares of Parent Common Stock to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Market; and (g) the Registration Statement shall have become effective under the Securities Act and no No stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect and no proceeding proceedings for that such purpose shall have been initiated or threatened by be pending before the SEC; and (e) Merger Sub shall have purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent's and Merger Sub's obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The obligations of Buyer and the Company, on the one hand, and Parent and Sub, on the other hand, Company to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to this Agreement and the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action transactions contemplated by this Agreement shall have been instituted adopted by any HSR Authority challenging or seeking to enjoin the consummation stockholders of this transaction, which action shall have not been withdrawn or terminatedthe Company in accordance with the Delaware Law; (b) any applicable waiting period under the HSR Act and any applicable pre-merger notification or similar statutes and rules listed in Section 3.03 of the Company Disclosure Schedule or Section 4.03 of the Buyer Disclosure Schedule shall have received the Company Stockholder Approvalexpired; (c) Parent no provision of any applicable law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall have received prohibit the Parent Stockholder Approvalconsummation of the Merger; (d) no court, arbitrator or governmental body, agency or official Action shall have issued be instituted by any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the Governmental Authority which seeks to prevent consummation of the Merger or seeking material damages in connection with the effective operation of the business of the Company and its respective Subsidiaries after the Effective Time;transactions contemplated hereby which continues to be outstanding. 55 (e) all Requisite Regulatory Approvals the Form F-4 shall have been obtained but excluding any Requisite Regulatory Approval declared effective under the failure to obtain which would not have a material adverse 1933 Act and no stop order suspending the effectiveness of the Form F-4 shall be in effect on Parent, Sub, and no proceedings for such purpose shall be pending before or threatened by the Company or, after the Effective Time, the Surviving CorporationSEC; (fi) the shares of Parent Buyer Common Stock to be issued in the Merger shall have been qualified approved for inclusion in Nasdaq listing, effective on or before the Merger Date, on Nasdaq's NMS, (ii) Buyer shall have received the approval of all applicable regulatory authorities related to such listing; and (iii) Buyer's Common Stock Marketshall have been registered with the SEC under the Exchange Act; and (g) all actions by or in respect of or filings with any Governmental Authority required to permit the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness consummation of the Registration Statement Merger shall have been issued and no proceeding for that purpose made or obtained other than any such actions or filings, the failure of which to make or obtain shall not be reasonably likely to have been initiated a Material Adverse Effect on Buyer or threatened by the SECCompany.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on the other hand, Merger Sub to consummate the Merger are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of each of the following conditions: (a) no order, stay, decree, judgment or injunction shall have been entered, issued or enforced by any waiting period applicable to the court of competent jurisdiction which prohibits consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) the Company shall have received the Company Stockholder Approval; (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator or governmental body, agency or official shall have issued any orderMerger, and there shall not be any action taken by any Governmental Authority, or any statute, rule rule, regulation or regulationorder enacted, restraining entered, enforced or prohibiting (collectivelydeemed applicable to the Merger, "Restraints") which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the effective operation Participating Rights Holders of any of the business anticipated benefits of the Company and its respective Subsidiaries after Merger or the Effective Timerelated transactions, taken as a whole; (eb) all Requisite Regulatory Approvals 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, including but not limited to the expiration or early termination of the waiting period under the HSR Act, shall have been obtained but excluding any Requisite Regulatory Approval (other than those actions or filings which, if not obtained or made prior to the failure to obtain which consummation of the Merger, would not have result in and could not be reasonably expected to result in a material adverse effect Material Adverse Effect on Parent, Sub, the Company or, prior to or after the Effective TimeTime or a Material Adverse Effect on Parent after the Effective Time or be reasonably likely to subject the Company, the Surviving Corporation; (f) the shares Parent, Merger Sub, or any of Parent Common Stock their respective Subsidiaries or any of their respective officers or directors to be issued in the Merger shall have been qualified for inclusion in Nasdaq Stock Marketsubstantial penalties or criminal liability); and (gc) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement Shareholder Approval shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, and Parent and Sub, on Subco to complete the other hand, Arrangement and to consummate file the Merger Arrangement Filings to give effect to the Arrangement are subject to the satisfaction of the following conditions (or, if permissiblepermitted by applicable Law, waiver by the party Party for whose benefit such conditions exist) of the following conditions:): (a) any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action Arrangement Resolution shall have been instituted approved by any HSR Authority challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminatedShareholders at the Meeting in accordance with Section 2.05; (b) the Company SEC Clearance with respect to the Information Circular shall have received been obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Company Stockholder ApprovalCompany; (c) Parent the Interim Order and the Final Order shall have received been obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Parent Stockholder ApprovalCompany and shall not have been set aside or modified in a manner that is reasonably unacceptable to such Party on appeal or otherwise; (d) no courtthe amalgamation application relating to the Arrangement and the Arrangement Filings shall be in form and substance reasonably satisfactory to Parent, arbitrator or governmental body, agency or official shall have issued any order, Subco and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") the consummation of the Merger or the effective operation of the business of the Company and its respective Subsidiaries after the Effective TimeCompany; (e) all Requisite Regulatory Approvals no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been obtained but excluding enacted, entered, issued, promulgated or enforced by any Requisite Regulatory Approval Governmental Authority or a court of competent jurisdiction which has the failure to obtain which would not have a material adverse effect on Parent, Sub, of prohibiting the Company or, after completion of the Effective Time, the Surviving Corporation;Arrangement; and (f) the shares of Parent Common Stock to be issued in the Merger all necessary and material governmental and regulatory clearances, consents, or approvals shall have been qualified for inclusion in Nasdaq Stock Market; and (g) received on terms reasonably satisfactory to each of Parent, Subco and the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SECCompany.

Conditions to the Obligations of Each Party. The obligations of the Company, on the one hand, Buyer and Parent and Sub, on the other hand, Seller to consummate the Merger Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions existor waiver) of the following conditions: (a) any Any applicable waiting period applicable (or extensions thereof) under the H-S-R Act relating to the consummation of the Merger under the HSR Act transactions contemplated by this Agreement shall have expired without any adverse action having been taken by the Federal Trade Commission or been terminated, the U.S. Department of Justice (or Buyer and no action Seller shall have been instituted by any HSR Authority challenging or seeking to enjoin the consummation received notice of this transaction, which action shall have not been withdrawn or terminatedearly termination); (b) No temporary restraining order, preliminary or permanent injunction, or other order by any federal or state court of competent jurisdiction in the Company United States restraining or prohibiting the consummation of the transactions contemplated hereby shall be in effect (each party agreeing to use its reasonable commercial efforts to have received the Company Stockholder Approvalany such restraining order, injunction or other order lifted); (c) Parent shall have received the Parent Stockholder Approval; (d) no court, arbitrator All consents or governmental body, agency actions by or official shall have issued in respect of or filings with any order, and there shall not be any statute, rule or regulation, restraining or prohibiting (collectively, "Restraints") Governmental Authority required to permit 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 Requisite Regulatory Approvals transactions contemplated hereby shall have been taken or obtained but excluding any Requisite Regulatory Approval the failure to obtain other than those which would not cause or have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving CorporationSeller or Buyer; (fd) The Restructuring transactions contemplated by Section 5.06 (including the shares execution and delivery of Parent Common Stock to be issued in the Merger Contribution Agreement) shall have been qualified for inclusion in Nasdaq Stock Marketcompleted; and (ge) the Registration Statement shall have become effective under the Securities Act and no stop order suspending effectiveness The total amount of the Registration Statement Lease Fee Adjustments and the Lease Loss Adjustments shall have been issued and no proceeding for that purpose shall have been initiated or threatened by not exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000) in the SECaggregate.