Common use of Conditions to Clause in Contracts

Conditions to. Each Party's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations of each party to effect the Merger shall be ------ subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite votes of the respective Members of Nationwide and Allied at a special meeting of the Members of Nationwide and Allied called for such purpose; (b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated and, other than the filings provided for in subclauses (a) and (b) of the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated hereby.

Conditions to. Each Party's Obligation to Effect the --------------------------------------------------- MergerEACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER. The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be ------ subject to the fulfillment at or prior to the Closing Date Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this The Registration Statement shall have been declared effective by the Commission under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and shall be continuing to be in effect, and no proceedings for that purpose shall have been initiated or threatened by the Commission. (b) This Agreement and the Merger contemplated hereby and any other action necessary to consummate the transactions contemplated hereby shall have been approved and adopted by the requisite votes vote of (i) the holders of the respective Members of Nationwide and Allied at a special meeting outstanding shares of the Members ALC Common Stock entitled to vote thereon at the ALC Meeting and (ii) the holders of Nationwide and Allied called for such purpose;the outstanding shares of Retirement Common Stock entitled to vote thereon at the Retirement Meeting. (bc) the waiting period applicable The amendment to the Retirement Charter increasing the number of authorized shares of Retirement Common Stock from 50,000,000 to 200,000,000 shares shall have been approved and adopted by the requisite vote of the holders of the outstanding shares of Retirement Common Stock entitled to vote thereon at the Retirement Meeting. (d) No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order (whether temporary, preliminary, or permanent) that is in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger transactions contemplated by this Agreement, nor shall any proceeding by any Governmental Entity seeking any of the foregoing be pending. (e) The applicable waiting period under the HSR Act shall have expired or been earlier terminated and, other than without action by the filings provided for in subclauses (a) and (b) Justice Department or the Federal Trade Commission to prevent consummation of the second sentence Merger. (f) The shares of Section 2.3, all Governmental Approvals Retirement Common Stock issuable to ALC's shareholders in the Merger and other Consents or Filings which are required the shares of Retirement Common Stock to be obtained prior to issuable upon conversion of the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) ALC Debentures shall have been obtained and authorized for listing on the NYSE, upon official notice of issuance. (g) There shall not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and acceptedinstituted or pending any action or proceeding by or before any Governmental Entity or Federal or state court that would require either party to take any action or do anything in connection with the foregoing that would compel Retirement or ALC, and as the case may be, to dispose of all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability a material portion of the Surviving Company business or assets of Retirement and its the Retirement Subsidiaries, taken as a whole, to conduct its Business or own its Assets after of ALC and the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its ALC Subsidiaries, taken as a whole; and. (ch) Retirement and ALC shall each have received a letter from KPMG Peat Marwick LLP, dated as of the Effective Time, in form and substance reasonably satisfactory to them, to the effect that the Merger qualifies for "pooling of interests" treatment for financial reporting purposes and that such accounting treatment is in accordance with generally accepted accounting principles. (i) ALC shall have received an opinion of Lathxx & Xatkxxx, xxted as of the Effective Time, to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) that no Order entered gain or Law promulgated or enacted loss will be recognized by any Governmental Entity shall be in effect which would prevent the consummation a shareholder of ALC as a result of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity with respect to the shares of ALC Common Stock converted solely into shares of the Retirement Common Stock. (j) Retirement shall have been commenced received an opinion of Bass, Berrx & Xims XXX, dated as of the Effective Time, to the effect that (i) the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (ii) no gain or loss will be pending which seeks to restrainrecognized by ALC, enjoin, preventRetirement, or materially delay or restructure Merger Sub as a result of the Merger or any other material transactions contemplated herebyMerger.

Conditions to. Each PartyExecution Of This Amendment. Any provision contained ----------------------------------------- herein or in the Agreement to the contrary notwithstanding, Bank's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations execution of each party to effect the Merger shall be ------ this Amendment is subject to the fulfillment at or prior to the Closing Date of the following conditionsfollowing: (a) this Agreement and the Merger Bank shall have been approved and adopted by the requisite votes first received a certified copy of the respective Members resolutions of Nationwide and Allied Borrower, duly adopted at a special meeting duly held authorizing the execution, delivery and performance of the Members of Nationwide and Allied called for such purposethis Amendment in accordance with its terms; (b) All representations and warranties made in the waiting period applicable to the consummation Agreement and herein shall be true and correct in all material respects as of the Merger under the HSR Act date hereof and, by execution of this Amendment, each Borrower hereby certifies same to Bank; (c) No Borrower shall have expired defaulted, or been earlier terminated andtaken or failed to take any action which, other than unless corrected, would give rise to a default on any of its obligations to Bank; (d) No action or omission exists as of the date hereof which constitutes, or which, with the passage of time, would constitute a Default or Event of Default, and each Borrower shall have certified the same to Bank by a duly authorized officer; (e) Each Borrower shall be in compliance with all covenants of the Agreement, as amended; (f) All documents and filings necessary to maintain and perfect Bank's security interest in the collateral provided for in subclauses the Loan Documents shall be in full force and effect, and all actions necessary to maintain and perfect the same shall have been taken; (ag) and (b) No material adverse change in the financial condition of the second sentence Borrowers taken as a whole shall have occurred since January 10, 2003; (h) Bank shall have received the following documents, duly executed and delivered by all parties thereto, and otherwise satisfactory in form and content to Bank and its counsel (i) An Amended and Restated Revolving Credit Note in the form of Section 2.3, all Governmental Approvals Exhibit A attached --------- hereto (which shall also serve as the revised Exhibit A of the Agreement); --------- (iii) A non-refundable modification fee in the aggregate amount of $75,000.00; (iv) An Amended and other Consents Restated Equipment Lease (or Filings which are required to be obtained prior similar modification document) between the Borrowers and the Bank with respect to the Effective Time equipment and related items utilized by the Borrowers at the Borrowers' nitrogen plant located in Abilene Texas; (v) A photocopy of a fully executed original of the Subordinated Convertible Debenture Purchase Agreement, and evidence that Parent has received an amount not less than $8,000,000.00 with respect to the sale of such debentures; (vi) The favorable written opinion of Xxxxxxxx Xxxxxx, LLP, counsel to the Borrowers, to the Bank regarding the Borrowers, the Loan Documents and the transactions contemplated by this Agreement and the other than those Governmental Approvals Loan Documents; and (vii) A good standing certificate from the Secretary of State for the organizational State of each Borrower. (i) No pending or threatened litigation or other proceeding or investigation shall exist which the failure to obtain would not could reasonably be reasonably likely expected to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation material adverse effect on the ability prospects, operation or financial condition of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, Borrowers taken as a whole; and (cj) no Order entered The Borrowers shall pay the costs and expenses of Bank (including reasonable attorneys' fees and expenses) in connection with the negotiation, preparation, execution and delivery of this Amendment and all other matters herein provided for or Law promulgated or enacted by any Governmental Entity shall be required in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebyconnection with this Amendment.

Conditions to. Each Party's Obligation to Effect the --------------------------------------------------- Merger’s Obligations under this Agreement. The respective obligations of each party of Parent, Borrowers, Buyer and Seller to effect the Merger transactions contemplated hereby shall be ------ subject to the fulfillment at fulfillment, or written waiver by Parent and Seller to the extent permitted by the applicable Requirements of Law, prior to the Closing Date of each of the following conditions: (a) this Agreement All requisite approvals by FINRA and the Merger any Governmental Authority shall have been approved obtained or made and adopted shall be in full force and effect and all related waiting periods required by the requisite votes applicable Requirements of the respective Members of Nationwide and Allied at a special meeting of the Members of Nationwide and Allied called for such purpose;Law shall have expired. (b) As of the waiting period applicable Closing: (i) at least seventy-five percent (75%) of the members of the Fund Board of each Sponsored Fund which has approved a new investment advisory or sub-advisory contract with any Subsidiary or such other entity which will act as an investment adviser to such Sponsored Fund following the Closing shall not be “interested persons” (as such term is defined in the Investment Company Act) of Parent (or such other entity which will act as investment adviser to such Sponsored Fund following the Closing) or of Seller, the Company, or the relevant Subsidiary; and (ii) the requirements of Section 15(f)(1)(B) of the Investment Company Act shall have been complied with in that no “unfair burden” (within the meaning of Section 15(f) of the Investment Company Act) shall have been imposed on any of the Sponsored Funds as a result of this Agreement, the transactions contemplated hereunder, the new investment advisory or sub-advisory contracts or otherwise. (c) As of the Closing: (i) Required Sponsored Fund Consents for ninety percent (90%) of all Sponsored Funds (based on Covered Assets of each Sponsored Fund as of the Business Day immediately prior to the Closing Date) shall have been duly obtained and shall be in full force in effect; and (ii) eighty-five percent (85%) of GFWM Direct Clients and A Feeder Funds to whom a consent notice was required to have been delivered under Section 7.7(c) (based on Covered Assets of such GFWM Direct Clients and A Feeder Funds as of the Business Day immediately prior to the Closing Date) shall not have provided an Affirmative Objection. (d) No relevant Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the Merger sale of the Shares by Seller or purchase of the Shares by Buyer. (e) Any waiting period (and any extension thereof) under the HSR Act shall have expired or been earlier terminated and, other than the filings provided for in subclauses (a) and (b) of the second sentence of Section 2.3, all Governmental Approvals and other Consents or Filings which are required to be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, taken as a whole; and (c) no Order entered or Law promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebyterminated.

Conditions to. Each PartyExecution Of This Amendment. Any provision ----------------------------------------- contained herein or in the Agreement to the contrary notwithstanding, Bank's Obligation to Effect the --------------------------------------------------- Merger. The respective obligations execution of each party to effect the Merger shall be ------ this Amendment is subject to the fulfillment at or prior to the Closing Date of the following conditionsfollowing: (a) this Agreement and the Merger Bank shall have been approved and adopted by the requisite votes first received a certified copy of the respective Members resolutions of Nationwide each Borrower, duly adopted and Allied at a special meeting authorizing the execution, delivery and performance of the Members of Nationwide and Allied called for such purposethis Amendment in accordance with its terms; (b) All representations and warranties made in the waiting period applicable to the consummation Agreement and herein shall be true and correct in all material respects as of the Merger under the HSR Act date hereof and, by execution of this Amendment, each Borrower hereby certifies same to Bank; (c) After giving effect to this Amendment, no Borrower shall have expired defaulted, or been earlier terminated andtaken or failed to take any action which, other than unless corrected, would give rise to a default on any of its obligations to Bank; (d) After giving effect to this Amendment, no action or omission exists as of the date hereof which constitutes, or which, with the passage of time, would constitute a Default or Event of Default, and each Borrower shall have certified the same to Bank by a duly authorized officer; (e) Each Borrower shall be in compliance with all covenants of the Agreement, as amended; (f) All documents and filings necessary to maintain and perfect Bank's security interest in the collateral provided for in subclauses the Loan Documents shall be in full force and effect, and all actions necessary to maintain and perfect the same shall have been taken; (ag) No material adverse change in the financial condition of the Borrowers taken as a whole shall have occurred since June 30, 2003; (h) Bank shall have received the following documents, duly executed and delivered by all parties thereto, and otherwise reasonably satisfactory in form and content to Bank and its counsel: (ii) A photocopy of a fully executed original of the Securities Purchase Agreement dated as of December 19, 2003 (as same may have been amended, the "Securities Purchase Agreement") by and among Parent and the Investors (as defined therein); and (iii) A good standing certificate from the Secretary of State for the organizational State of each Borrower. (i) The following events shall have occurred or shall occur contemporaneously with the closing of the transactions contemplated herein: (i) In addition to, and not in lieu of, any regularly scheduled principal payments on same, Bank shall have received a principal payment of not less than $2,000,000.00 with respect to that certain Amended and Restated Term Loan Note dated as of February 13, 2003 in the original principal amount of $3,500,000.00; (ii) Any and all indebtedness due Bank under that certain Promissory Note dated August 12, 1997 in the original principal amount of $2,407,345.19 and executed by Zoltek Properties, Inc. in favor of Bank shall have been paid in full; (iii) Any and all amounts due Bank or otherwise remaining to be paid to Bank under that certain Master Equipment Lease dated as of January 1, 1999 (as same may have been amended, the "Abilene Lease") by and between the Borrowers and Bank shall be paid in full. As of January 9, 2004, the amount to be paid to Bank to complete or otherwise fulfill the Borrowers' lease payment obligations under the Abilene Lease is $1,839,137.66, with per diem interest in the amount of $272.85. (iv) Bank shall have received evidence satisfactory to Bank that Parent has received (i) an amount not less than $7,000,000.00 in connection with the sale of the Debentures described in the Securities Purchase Agreement, and (bii) --- advanced funds in a principal amount not less than $5,000,000.00 under a credit facility between the Borrowers and Xxxx Bank; and (v) Bank shall have received evidence satisfactory to the Bank that Parent has repaid the borrowings by Parent from Xxxxx Xxxx in the amount of $1,400,000.00 and secured the release of the second sentence letter of Section 2.3, all Governmental Approvals and credit posted by Xxxxx Xxxx for the benefit of Parent in the amount of $1,400,000.00. (j) No pending or threatened litigation or other Consents proceeding or Filings investigation shall exist which are required to could reasonably be obtained prior to the Effective Time (other than those Governmental Approvals for which the failure to obtain would not be reasonably likely expected to have a Material Adverse Effect) shall have been obtained and not rescinded or adversely modified or limited or, if merely required to be filed, such filings shall have been made and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation material adverse effect on the ability prospects, operation or financial condition of the Surviving Company and its Subsidiaries, taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries, Borrowers taken as a whole; and (ck) no Order entered The Borrowers shall pay the costs and expenses of Bank (including reasonable attorneys' fees and expenses) in connection with the negotiation, preparation, execution and delivery of this Amendment and all other matters herein provided for or Law promulgated or enacted by any Governmental Entity shall be required in effect which would prevent the consummation of the Merger or any other material transactions completed hereby, and no Proceeding brought by a Governmental Entity shall have been commenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Merger or any other material transactions contemplated herebyconnection with this Amendment.