Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The obligations of the parties to consummate the Merger shall be subject to fulfillment of the following conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The respective obligations of ASEP, TCC SpinCo and NewCo to complete the parties to consummate the Merger shall be Transaction contemplated herein are subject to the fulfillment of the following conditions:conditions on or before the Closing Date; (a) No temporary restraining ordercompletion of due diligence to the satisfaction of the Parties; (b) receipt of all required regulatory, preliminary shareholder and third party approvals including and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction, as applicable; (c) there will not be in force any Law, ruling, order or permanent injunction decree, and there will not have been any action taken under any Law or by any Governmental Authority or other order regulatory authority, that makes it illegal or decree which prevents otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Merger shall Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (d) Sepset having discharged and settled in full the CDRD Loan; (e) the CSE will have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents conditionally approved the consummation listing of the Merger.TCC SpinCo Shares on the CSE (including those TCC SpinCo Shares to be issued pursuant to the Amalgamation) (“CSE Conditional Approval”), under the CSE rules and policies and such other matters as may require CSE approval in order to give effect to the transactions contemplated hereby, as applicable; (bf) All waiting periods applicable the Amalgamation Application to be filed with the consummation of the Merger under the HSR Act shall have expired or been terminated Registrar, will be in form and substance satisfactory to TCC SpinCo and ASEP, acting reasonably; (g) all other consents, approvalswaivers, permits or authorizations required to be obtained prior to the Effective Date from permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Authority in connection with Authority, the execution and delivery failure of this Agreement and which to obtain or the consummation expiry of the (c) The Merger and which would or could have a Material Adverse Effect or materially impede the transactions contemplated hereby shall completion of the Transaction, will have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order obtained or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which terms that are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests.each Party hereto; and (h) Company shall this Agreement will not have received been terminated pursuant to Article 10 hereof. The foregoing conditions are for the mutual benefit of the Parties hereto and may be waived in respect of a letterParty hereto, in form and substance reasonably satisfactory to Companywhole or in part, from Deloitte & Touche LLP, dated by such Party hereto in writing at any time. If any of such conditions will not be complied with or waived as aforesaid on or before the Closing DateDate or, stating that Deloitte & Touche LLP concurs with the Company's conclusion thatif earlier, as of the date of their reportrequired for the performance thereof, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSEthen, subject to official Article 10 hereof, any Party hereto may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of issuancea breach of this Agreement by such rescinding Party hereto.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Merger Amalgamation shall be subject to fulfillment the satisfaction of the following conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued Amalgamation and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders shareholders of each of the Amalgamating Corporations in accordance with the manner ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions; (b) there shall not be in force any order or decree restraining or enjoining the consummation of the Amalgamation; (c) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required by any Applicable Law.or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) The Parent Shareholder Authorizations the CDNX shall have been conditionally approved by the Parent Shareholders in Amalgamation as Jenex's qualifying transaction and the manner required by any Applicable Law.listing of the Amalco Common Shares to be issued or reserved for issuance pursuant to the Amalgamation subject to compliance with the usual requirements of such stock exchange; (e) The Commission shall have declared Amalco meeting the Registration Statement effective. On minimum listing requirements of CDNX after accounting for the Closing Date and at payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger.Amalgamation; (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially the review to the effect that, on the basis sole satisfaction of Thermo and Jenex of the factsfinancial condition, representations business properties, title, assets and assumptions set forth in such opinion which are consistent with the state affairs of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.other party; (g) Parent shall the latest available financial statements for Thermo and Jenex are true and correct and have received a letter, been prepared in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs accordance with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's generally accepted accounting for the Merger as a pooling of interests.principles; and (h) Company there shall have received a letterbe no adverse material change in the business, in form and substance reasonably satisfactory to Companyaffairs, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as financial condition or operations of either Thermo or Jenex between the date of their report, no the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions exist that would preclude precedent shall be for the Company's ability to mutual benefit of the parties hereto and may not be a party waived in a business combination to be accounted for as a pooling whole or in part unless waived by each of intereststhem. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The respective obligations of the parties Parties to consummate the Merger shall be transactions contemplated hereby, and in particular the offering and sale of the Offered Units to the Investor, are subject to fulfillment the satisfaction, on or before the Closing Date of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger Transaction Resolutions shall have been issued passed by the required votes cast by the Shareholders at the Shareholders' Meeting in accordance with any conditions imposed by the Exchange, including disinterested Shareholder approval and remain in effect, and no statute, rule or regulation the Expanded Board shall have been enacted by any Governmental Authority which prevents constitute the consummation Board of the Merger.Directors; (b) All all domestic and foreign regulatory (including any Laws that regulate competition, antitrust, foreign investment or transportation), governmental and third party approvals, consents, authorizations, filings and notices required to be obtained, made or given, or that the Parties mutually agree in writing to obtain, make or give in respect of the completion of the Transaction and the expiry of applicable waiting periods applicable necessary to complete the Transaction other than with respect to change of control provisions granted by the Corporation a third party, shall have occurred or been obtained, made or given on terms and conditions acceptable to the consummation Parties, each acting reasonably, including approval of the Merger under Transaction by the HSR Act Exchange and to the listing of the Unit Shares issuable pursuant to the Transaction and the Warrant Shares issuable pursuant to the Unit Warrants on the Exchange, and all applicable domestic and foreign statutory and regulatory waiting periods shall have expired or have been terminated and all other no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period, except where the failure or failures to obtain, make or give such approvals, consents, approvalsauthorizations, permits filings or authorizations required notices, or for the applicable waiting periods to have expired or terminated, would not be obtained prior reasonably expected to have a Material Adverse Effect on the Effective Date from any Governmental Authority in connection with Corporation (before or after completion of the execution and delivery of this Agreement and the consummation of theTransaction); and (c) The Merger and no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the transactions contemplated hereby force of Law) shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Dateissued, no stop order proposed, enacted, promulgated, amended or similar restraining order shall have been threatened by the Commission applied, that restrains, enjoins or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis otherwise prohibits consummation of the facts, representations and assumptions set forth in such opinion which are consistent with Transaction or the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriateother transactions contemplated by this Agreement. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The respective obligations of the parties each party to consummate effect the Merger shall be subject to fulfillment the satisfaction, at or prior to the Closing Date of the following conditions:conditions (any of which may be waived in writing by HEALTHSOUTH and Horizon/CMS): (a) No temporary restraining None of HEALTHSOUTH, the Subsidiary or Horizon/CMS nor any of their respective subsidiaries shall be subject to any order, preliminary decree or permanent injunction by a court of competent jurisdiction or other order governmental agency or decree authority which (i) prevents or materially delays the consummation of the Merger shall have been issued or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Horizon/CMS, the Horizon/CMS Subsidiaries and remain in effectthe Horizon/CMS Other Entities, and no taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any Governmental Authority which prevents governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the MergerMerger and any other transaction contemplated hereby illegal. (bc) All Any waiting periods period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawterminated. (d) The Parent Shareholder Authorizations Registration Statement shall have been approved by declared effective and no stop order with respect to the Parent Shareholders Registration Statement shall be in the manner required by any Applicable Laweffect. (e) The Commission holders of Horizon/CMS Common Stock shall have declared approved the Registration Statement effective. On adoption of this Plan of Merger and any other matters submitted to them in accordance with the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Mergerprovisions of Section 7.3 hereof. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been authorized approved for listing on the NYSEExchange. (g) HEALTHSOUTH and the Subsidiary shall have obtained, subject or obtained the transfer of, any Licenses necessary to official notice allow the Surviving Corporation to operate the Horizon/CMS facilities, unless the failure to obtain such transfer or approval would not have a material adverse effect on the Surviving Corporation. (h) HEALTHSOUTH and the Subsidiary shall have received all consents, approvals and authorizations of issuancethird parties with respect to all material leases and management agreements to which the Horizon/CMS Subsidiaries and the Horizon/CMS Other Entities are parties, which consents, approvals and authorizations are required of such third parties by such documents, in form and substance acceptable to HEALTHSOUTH, except where the failure to obtain such consent, approval or authorization would not have a material effect on the business of the Surviving Corporation.

Mutual Conditions. The obligations of the parties to consummate the Merger Seller, Seller Sub, Buyer, and Buyer Sub under this Agreement shall be subject to fulfillment the satisfaction, or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditionsconditions precedent: (a) The (i) stockholders of Seller shall have approved the Merger by the Required Seller Vote, and (ii) shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares pursuant to this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals, consents, and waivers of or by Governmental Authorities and Regulatory Authorities, or other consents, and approvals, required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals, consents, or waivers or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or decree which prevents other legal restraint or prohibition preventing the consummation of the Merger or the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger or the Bank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated by the SEC; and all approvals deemed necessary by the applicable party’s counsel from state securities or “blue sky” authorities with respect to the transactions contemplated hereby shall have been obtained. (e) Buyer shall have received all authorizations and approvals necessary to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and remain in effect, and no statute, rule or regulation proceedings for that purpose shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired initiated or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Mergeradministrator. (f) Parent The Nasdaq shall have received an opinion completed its review of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion the “Listing of Milbank, Tweed, Hadlxx & XcClxx xxxstantially Additional Shares Notification Form” filed by Buyer with respect to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock Buyer Shares to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuanceMerger.

Mutual Conditions. The respective obligations of the parties each party to consummate the Merger purchase and issuance and sale of the Purchased Units shall be subject to fulfillment the satisfaction on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No temporary restraining orderLaw shall have been enacted or promulgated, preliminary and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanent injunction permanently restrains, precludes, enjoins or other order or decree which prevents otherwise prohibits the consummation of the Merger shall have been issued and remain in effect, and no statute, rule transactions contemplated hereby or regulation shall have been enacted by any Governmental Authority which prevents makes the consummation of the Mergertransactions contemplated hereby illegal. (b) All waiting periods applicable The Partnership shall have received (1) aggregate gross equity proceeds of at least $150 million pursuant to this Agreement or the NRGY Purchase Agreement; and (2) at least $300 million in cash from the issuance or incurrence of (A) borrowings under its credit facility, (B) borrowings under a bridge facility (the “Bridge Facility”) on terms set forth in the Summary of Terms and Conditions set forth on Annex A of the Commitment Letter among the Partnership, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC as provided to certain of the Purchasers or substitute debt financing on terms and conditions that are not in the aggregate materially less favorable to the consummation Partnership and/or (C) senior unsecured notes, senior subordinated notes and/or other debt securities, provided, however, that the weighted average total effective yield for the aggregate of all debt securities in clause (2) shall be no more than 8.0% (the “Rate Cap”) as of the Merger Closing Date; and, further provided, that in the event of a Securities Demand (as defined in the Bridge Facility Fee Letter) the Rate Cap shall not apply and the requirement in this clause (2) shall be satisfied by the receipt by the Partnership of at least $300 million in cash proceeds comprised of (A) at least $50 million of borrowings under the HSR Act Partnership’s credit facility and (B) borrowings pursuant to a Securities Demand. Such requirement in clause (2) above shall have expired or been terminated and all other consents, approvals, permits or authorizations required be reduced on a dollar for dollar basis by any equity raised pursuant to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and or the consummation NGRY Purchase Agreement in excess of the$150 million. All the debt in (2) above shall be referred to herein as the “Debt.” (c) The Merger Partnership shall telephonically confirm to the Lead Purchaser that it is ready to close the Acquisition subject only to the Closing of the issuance and sale of the Common Units under this Agreement and/or the NRGY Purchase Agreement and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis closing of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriateDebt. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The obligations of the parties to consummate the Merger Pavilion and First Defiance under this Agreement shall be subject to fulfillment the satisfaction, or written waiver by the parties prior to the Closing Date, of each of the following conditionsconditions precedent: (a) The shareholders of Pavilion shall have duly approved this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Effective Time on the present or prospective consolidated financial condition, business or operating results of the First Defiance on a consolidated basis. (c) No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or decree which prevents other legal restraint or prohibition preventing the consummation of the Corporate Merger shall have been issued and remain be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, and no issued, promulgated, enforced, deemed applicable or entered any statute, rule rule, regulation, judgment, decree, injunction or regulation shall have been enacted by any Governmental Authority which prevents the other order prohibiting consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of transactions contemplated by this Agreement and or making the consummation of the (c) The Corporate Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawillegal. (d) The Parent Shareholder Authorizations Registration Statement shall have become effective under the Securities Act and no stop-order or similar restraining order suspending the effectiveness of the Registration Statement shall have been approved issued and no proceeding for that purpose shall have been initiated by the Parent Shareholders in the manner required by any Applicable LawSEC. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date Each of First Defiance and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent Pavilion shall have received an the written opinion of Bracxxxxx & XattxxxxxFirst Defiance’s Counsel, X.L.P. and Company shall have received an opinion of Milbankdated the Closing Date, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with opinion, the state of the facts then existing, under Applicable Law, Corporate Merger will be treated for Federal federal income tax purposes, the Merger will constitute purposes as a reorganization under within the meaning of Section 368(a368(a)(1)(A) of the Code. In rendering such opinionsits opinion, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx First Defiance’s Counsel will require and rely on upon customary representations contained in certificates of Parent, Company, Subcorp letters from First Defiance and others, as they deem Pavilion that First Defiance’s Counsel reasonably appropriatedeems relevant. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The obligations of Osisko and each of the parties Purchaser Parties to consummate complete the Merger shall be transactions contemplated herein are subject to fulfillment of the following conditionsconditions on or before the Effective Date: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of Interim Order and the Merger Final Order shall each have been issued obtained in form and remain in effectsubstance satisfactory to the parties, acting reasonably, and no statute, rule or regulation shall not have been enacted by any Governmental Authority which prevents set aside or modified in a manner unacceptable to the consummation of the Merger.parties, acting reasonably, on appeal or otherwise; (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby Arrangement Resolution shall have been approved by the Company Osisko Shareholders and Osisko Optionholders at the Meeting in accordance with the manner required by any Applicable Law.Interim Order; (dc) The Parent Shareholder Authorizations there shall not be in force any Law and no Regulatory Authority shall have been approved by the Parent Shareholders in the manner required by issued any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar decree restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis completion of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests.transactions contemplated herein; (i) The shares of Parent Common Stock to be issued in the Merger TSX shall have been authorized for conditionally approved the listing on the NYSEthereon, subject to official notice of issuance, and the NYSE shall have approved the listing thereon, of Yamana Shares and Agnico Eagle Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided by the TSX as soon as possible thereafter, (ii) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, of New Osisko Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided as soon as possible thereafter, and (iii) the TSX and NYSE shall have, if required, accepted notice for filing of all transactions of Osisko and Yamana contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX and NYSE; (e) the issuance of Yamana Shares, Agnico Eagle Shares and New Osisko Shares issuable pursuant to the Arrangement shall be exempt from registration requirements under the 1933 Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws, and, Yamana Shares, Agnico Eagle Shares and New Osisko Shares issuable pursuant to the Arrangement shall not be subject to resale restrictions in the Xxxxxx Xxxxxx under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act); (f) there shall not be threatened in writing or pending any suit, action or proceeding by any Regulatory Authority challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement, prohibiting or imposing material limitations on the ownership of the Osisko Properties (or any of the Purchaser Parties’ direct or indirect ownership of Osisko on or following the Effective Date) or compelling any of the Purchaser Parties to dispose of or hold separate any material portion of the business or assets of Osisko (or any equity interest in Osisko). (g) the Competition Approval shall have been obtained on terms and conditions satisfactory to each of the Purchaser Parties, acting reasonably; and (h) this Agreement shall not have been terminated in accordance with its terms. The foregoing conditions are for the mutual benefit of Osisko and each of the Purchaser Parties and may be waived, in whole or in part, in writing by a party at any time.

Mutual Conditions. The respective obligations of Ashland and SC to effect the parties to consummate the Merger shall be Closing are subject to fulfillment the prior satisfaction of the following conditions: conditions (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the "Mutual Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests.Conditions"): (i) The shares the Transaction may be lawfully consummated pursuant to the merger control laws of Parent Common Stock to be issued in the Merger Republic of Korea and the European Union; (ii) there shall have been authorized no enforceable judgment, injunction, order or decree by any court or Governmental Authority which shall prohibit the Closing; (iii) ASK has provided to Ashland and SC a written statement, substantially in the form as attached as Exhibit 6.1(a)(iii), signed by the managing director of ASK including reasonable evidence confirming that all Steps Towards Closing for listing which ASK and/or ASK's Affiliates are responsible have duly been completed, except for those which are identified as steps that shall be completed on the NYSEScheduled Closing Date; (iv) ASK executed and/or caused the relevant Group Companies who are Local Parties to execute, subject the Local Contribution or Sale Agreements and made or caused the relevant Local Parties to official notice make any deliveries contemplated thereunder; (v) Subject to termination or retirement of issuancesuch Carve-Out Employees as defined in the Master Contribution and Sale Agreement) in the ordinary course of business, at least 80% of the Carve-Out Employees (employed by Ashland as of the Signing Date, including a sufficient number of employees involved in each functional area, and with the levels of seniority and expertise necessary to operate the Ashland Carve-Out Business (as defined in the Master Contribution and Sale Agreement), have agreed to accept employment with one of the Group Companies on terms which are satisfactory to the Parties in light of the Global Business Plan; (vi) no AS-Xxxxx Xxxxxxxx Adverse Change has occurred between the Signing Date and the Closing and a bring down certificate, in the form attached hereto as Exhibit 6.1(a)(vi) has been submitted to Ashland and SC by ASK; (vii) ASK shall have obtained the Compensation Payment Financing and the Other Financing; (viii) the Group shall have obtained comprehensive insurance coverage for the Group Business; (ix) SC and Ashland have agreed in writing on an updated version of the Global Business Plan (the "Pre-Closing Agreed Global Business Plan"); (x) SC and Ashland shall have agreed on the Shareholders’ Agreement in order to reflect the agreements contemplated by Exhibit 5.1-1 (A), and (xi) the Initial Limited Partnership Agreement has been duly executed by ASK.

Mutual Conditions. The respective obligations of RegTech, Graph and Subco to complete the parties to consummate the Merger shall be Transaction are subject to the fulfillment of the following conditionsconditions on or before the Closing Date or such earlier date as specified herein: (a) No temporary restraining orderRegTech shareholders having approved the Transaction and all related matters, preliminary including the Consolidation and the amendment of RegTech’s constating documents to change its name to “Graph Blockchain Inc.” or permanent injunction such other name as may be determined by the board (the “Name Change”); (b) receipt of all required regulatory, shareholder and third party approvals including CSE approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; (c) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Entity or other order regulatory authority, that makes it illegal or decree which prevents otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Merger Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (d) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation, shall have been issued be in form and remain in effectsubstance satisfactory to Graph and RegTech, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents acting reasonably; (e) the consummation board of directors of the Merger.Resulting Issuer shall consist of a minimum of three and a maximum of ten directors, all of whom shall be nominated by Graph; (bf) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvalswaivers, permits or authorizations required to be obtained prior to the Effective Date from permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Authority in connection with Entity, the execution and delivery failure of this Agreement and which to obtain or the consummation expiry of the (c) The Merger and which would or could have a Material Adverse Effect or materially impede the transactions contemplated hereby shall completion of the Transaction, will have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order obtained or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially on terms that are reasonably satisfactory to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.each Party hereto; and (g) Parent shall this Agreement will not have received been terminated pursuant to Article 10 hereof. The foregoing conditions are for the mutual benefit of the Parties hereto and may be waived in respect of a letterParty hereto, in form and substance reasonably satisfactory to Parentwhole or in part, from Deloitte and Touche LLP, dated by such Party hereto in writing at any time. If any of such conditions will not be complied with or waived as aforesaid on or before the Closing DateDate or, stating that Deloitte & Touche LLP concurs with the Parent's conclusion thatif earlier, as of the date of their report, no conditions exist that would preclude the Parent's accounting required for the Merger as a pooling of interests. (h) Company shall have received a letterperformance thereof, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSEthen, subject to official Article 10 hereof, any Party hereto may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of issuancea breach of this Agreement by such rescinding Party hereto.

Mutual Conditions. The obligations of each party to this Agreement to effect the parties to consummate the Merger Closing shall be subject to fulfillment of the following conditions, any of which may be waived in writing by both Opfin and TAG: (a) No temporary restraining the Spin-Off shall have occurred; (b) no order, preliminary or permanent injunction or decree issued by any court or agency of competent jurisdiction or other order legal restraint or decree which prevents prohibition preventing the consummation of the Merger transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any Governmental Authority seeking an injunction shall be pending. No statute, rule, regulation, order, injunction or decree shall have been issued and remain in effectenacted, and no statuteentered, rule promulgated or regulation shall have been enacted enforced by any Governmental Authority which prevents the prohibits, restricts or makes illegal consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of thetransactions contemplated hereby; (c) The Merger and all regulatory approvals required to consummate the transactions contemplated hereby shall have been approved by the Company Shareholders obtained and shall remain in the manner required by any Applicable Law.full force and effect and all statutory waiting periods in respect thereof shall have expired; (d) The Parent Shareholder Authorizations in respect of the notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period and any extensions thereof shall have been approved by the Parent Shareholders in the manner required by any Applicable Law.expired or terminated; (e) The Commission Opfin shall have declared obtained all necessary consents of the Registration Statement effective. On parties to the Closing Date Warrant Agreement to the Merger and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger.transactions contemplated hereby; (f) Parent Xxxxxxxxxxx & Co., Inc. and Xxxxxxxxxxx Holdings, Inc. shall have received an opinion obtained the consent of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially their lenders to the effect that, on Merger and the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.transactions contemplated thereby; (g) Parent PIMCO Partners shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as obtained all necessary consents of the date of their report, no conditions exist that would preclude the Parent's accounting for lenders to PIMCO Partners to the Merger as a pooling of interests.and the transactions contemplated hereby; (h) Company Opco LP shall have received a letter, in form (i) given its written consent to the Merger and substance reasonably satisfactory the transactions contemplated thereby and (ii) obtained the requisite approval of its partners to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability certain amendments to be a party in a business combination to be accounted for as a pooling of interests.its partnership agreement; (i) the Board of Directors or trustees, as applicable, and shareholders of each Opgroup Public Investment Company Client shall have approved a new Advisory Agreement with PIMCO Advisors or its Affiliate, or the assignment of its Advisory Agreement, as applicable, pursuant to the provisions of Section 7.2(a); and (j) The shares stockholders of Parent Common Stock TAG shall have given their written consent to be issued in the Merger shall have been authorized for listing on and the NYSE, subject to official notice of issuancetransactions contemplated hereby.

Mutual Conditions. The respective obligations of the parties each party to consummate effect the Merger shall be subject to fulfillment the satisfaction, at or prior to the Closing Date, of the following conditions:conditions (any of which may be waived in writing by MedPartners, the Subsidiary and ASG): (a) No temporary restraining None of MedPartners, the Subsidiary or ASG nor any of their respective subsidiaries shall be subject to any order, preliminary decree or permanent injunction by a court of competent jurisdiction which (i) prevents or other order or decree which prevents materially delays the consummation of the Merger shall have been issued and remain in effector (ii) would impose any material limitation on the ability of MedPartners effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of ASG, and no taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any Governmental Authority which prevents governmental agency) of the United States or any state that makes the consummation of the MergerMerger and any other transaction contemplated hereby illegal. (bc) All Any waiting periods period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawterminated. (d) The Parent Shareholder Authorizations holders of shares of ASG Common Stock shall have been approved by the Parent Shareholders in adoption of this Agreement and any other matters submitted to them for the manner required by any Applicable Lawpurpose of approving the transactions contemplated hereby. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent MedPartners Common Stock to be issued in connection with the Merger shall have been authorized for listing listed on the NYSE, subject to upon official notice of issuance, and shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of such states and territories of the United States as may be required. (f) The Merger shall qualify for "pooling of interests" accounting treatment. (g) MedPartners, the Subsidiary and ASG shall have received all consents, waivers, approvals and authorizations of third parties with respect to all material contracts, leases, service agreements and management agreements to which such entities are parties, which consents, waivers, approvals and authorizations are required of such third parties by such documents, in form and substance acceptable to MedPartners or ASG, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a material effect on the business of the Surviving Corporation. (h) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect.

Mutual Conditions. The respective obligations of the parties each party to consummate effect the Merger shall be subject to fulfillment the satisfaction, at or prior to the Closing Date, of the following conditions:conditions (any of which may be waived in writing by MedPartners and Cardinal): (a) No temporary restraining Neither MedPartners nor Cardinal nor any of their respective subsidiaries, if any, shall be subject to any order, preliminary decree or permanent injunction by a court of competent jurisdiction which (i) prevents or other order or decree which prevents materially delays the consummation of the Merger shall have been issued and remain in effector (ii) would impose any material limitation on the ability of MedPartners effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Cardinal, and no taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any Governmental Authority which prevents the consummation governmental agency) of the Merger. (b) All waiting periods applicable to United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger under the HSR Act shall have expired or been terminated and all any other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of thetransaction contemplated hereby illegal. (c) The holders of shares of Cardinal Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawprovisions of Section 6.3 hereof. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent MedPartners Common Stock to be issued in connection with the Merger shall have been authorized for listing listed on the NYSE, subject to upon official notice of issuance, and shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of such states and territories of the United States as may be required. (e) MedPartners and Cardinal shall have received all consents, approvals and authorizations of third parties with respect to all material leases and management agreements to which such parties are parties, which consents, approvals and authorizations are required of such third parties by such documents, in form and substance acceptable to MedPartners or Cardinal, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a material effect on the business of the Surviving Corporation. (f) MedPartners and Cardinal and the shareholders of Cardinal shall have entered into the Stock Restriction and Registration Rights Agreement set forth in Exhibit 6.4(f) attached hereto. (g) Cardinal and the Spin-Off Subsidiary shall have entered into the Clinic Services Agreement in the form of Exhibit 8.1(g) hereto.

Mutual Conditions. The respective obligations of the parties each party to consummate effect the Merger shall be subject to fulfillment the satisfaction, at or prior to the Closing Date, of the following conditions:conditions (any of which may be waived in writing by IHS, Merger Sub and Coram): (a) No temporary restraining None of IHS, Merger Sub or Coram nor any of their respective subsidiaries shall be subject to any order, preliminary decree or permanent injunction by a court of competent jurisdiction which (i) prevents or other order or decree which prevents materially delays the consummation of the Merger shall have been issued and remain in effector (ii) would impose any material limitation on the ability of IHS effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Coram, and no taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any Governmental Authority which prevents governmental agency) of the United States or any state, municipality or other (c) The holders of shares of Coram Common Stock and the holders of the shares of IHS Common Stock each shall have approved the adoption of this Plan of Merger and any other matters required to be approved by them in accordance with the terms of this Agreement. (d) The shares of IHS Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE, upon official notice of issuance, and shall have been issued in transactions qualified or exempt from registration under applicable securities or Blue Sky laws of such states and territories of the United States as may be required. (e) IHS and Coram shall each have received a letter from each of KMPG Peat Marwick LLP and Ernst & Young LLP dated on each of the date of the mailing of the Proxy Statement and the Closing Date to the effect that the Merger shall qualify for "pooling of interests" accounting treatment if consummated in accordance with the Plan of Merger. (f) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (g) IHS, Merger Sub and Coram shall have received all consents, approvals and authorizations of third parties that are required of such third parties prior to the consummation of the Merger, in form and substance acceptable to IHS or Coram, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the business of the Surviving Corporation. (bh) All waiting periods applicable to the consummation approvals of the Merger required under the HSR Act shall have expired been obtained or been terminated and all other consents, approvals, permits or authorizations required to be the waiting periods thereunder shall have expired. (i) The parties shall have obtained prior consents from their senior bank lenders to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawnot later than November 15, 1996. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.

Mutual Conditions. The obligations of Authority and the parties Concessionaire shall be obligated to consummate the Merger shall be subject to fulfillment Closing in accordance with the terms hereof only if each of the following conditionsconditions precedent has been satisfied in full at or before the Time of Closing, unless waived in writing by both the Authority and the Concessionaire in their discretion: (ai) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent Concessionaire shall have received an opinion of Bracxxxxx & Xattxxxxxthe following agreements, X.L.P. and Company shall have received an opinion of Milbankdocuments or instruments, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letterduly executed by each party thereto, in form and substance reasonably satisfactory acceptable to Parenteach of the Authority and the Concessionaire: (A) to the extent applicable, from Deloitte all Third Party Financing Documents entered into at the time of Closing and Touche LLPthe corresponding Collateral Assignment and Consent and Agreement; (B) the Equity Contribution Agreement reflecting an amount at least equal to the Minimum Equity Contribution and reflecting the commitment of the Investor to provide the equity funds reflected in the Base Case Financial Model, dated which are required for meeting its obligations related to the Closing DateProject; (C) the Gas Supply Agreement; (D) each LNG SPA and each LNG TSA, stating that Deloitte & Touche LLP concurs pursuant to which the LNG Purchasers, in the aggregate, contract for LNG quantities sufficient to satisfy the assumptions set forth in the Base Case Financial Model, including the repayment of the Investor Equity Contributions, AIDEA SETS Funds and Third Party Loans (if any) in accordance with such assumptions (including the term of each of the LNG SPAs, LNG TSAs and this Agreement); (E) the Construction Contract, together with the Parent's conclusion that, Construction Contractor Performance Security and the Construction Contract Parent Guarantee as required under the Construction Contract; (F) each Major Equipment Supply Contract; (G) the O&M Agreement; (H) the Depositary Agreement; and (I) the Nondisturbance and Attornment Agreement in respect of the date of their reportSite Lease Agreement, no conditions exist that would preclude duly executed by DNR and the Parent's accounting for the Merger as a pooling of interestsConcessionaire. (hii) Company the Concessionaire shall have received a letter, provided to the Authority the Base Case Financial Model in form and substance reasonably satisfactory acceptable to Companythe Concessionaire and the Authority (including each of the assumptions, from Deloitte & Touche LLPinputs and outputs of the Base Case Financial Model as set forth therein), dated as adjusted pursuant to Section 2.6, and such Base Case Financial Model shall not be subject to a Dispute between the Authority and the Concessionaire pursuant to Section 2.7, provided that the determination of whether such assumptions, inputs and outputs are reasonable will include a review of how the various risks presented by the transactions hereunder have been allocated among the Parties and the Project Parties; (iii) the Concessionaire shall have provided the Authority with the Concessionaire’s initial plan for obtaining Third Party Loans after the Closing DateDate (the Third Party Financing Plan) in accordance with Section 12.9 to replace the Actual Investor Residual Commitment that would otherwise be funded by the Investor, stating that Deloitte & Touche LLP concurs including the estimated interest rate for such Third Party Loans and showing a weighted average cost of capital of such Actual Investor Equity Contributions and such Third Party Loans no greater than [], and, based upon such estimates, such Third Party Loans shall be acceptable to the Authority and the Concessionaire; (iv) there shall not be any pending or threatened Proceedings or law or order restraining, enjoining or otherwise prohibiting or making illegal or threatening to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents; (v) there shall be no preliminary or permanent injunction or temporary restraining order or other order issued by a Governmental Authority of competent jurisdiction or other legal restraint or prohibition enjoining or preventing the Concession; (vi) other than the AIDEA Permits and the Concessionaire Permits, no registration, filing with or approval of any Governmental Authority is required on the part of the Authority or the Concessionaire in connection with the Company's conclusion thatperformance by such Party of its obligations under this Agreement or any of the other Transaction Documents to which such Party is a party; (vii) the Concessionaire shall have prepared and the Authority shall have approved the Plan of Development (including the Project Schedule) in accordance with Section 2.3; (viii) the Concessionaire and the Authority have agreed that (A) the plan for trucking LNG from the Plant to the delivery point of each Preferred LNG Purchaser and the LNG storage and regasification plans for each Preferred LNG Purchaser are sufficient to enable each Preferred LNG Purchaser to perform its respective obligations under its LNG SPA or LNG TSA, (B) each Preferred LNG Purchaser has obtained sufficient financing to complete construction and commissioning of its LNG storage facilities and regasification infrastructure, and to the extent applicable, the initial portion of its gas distribution infrastructure, on or before the Target Initial LNG Delivery Date; and (C) each Preferred LNG Purchaser has established a plan that is reasonably expected to enable such Preferred LNG Purchaser to complete construction and commissioning of its LNG storage facilities and its regasification infrastructure and, to the extent applicable, the initial portion of its gas distribution infrastructure, on or before the Target Initial LNG Delivery Date; (ix) the Concessionaire shall have prepared and the Authority shall have approved the final form of the Approved Construction Budget in accordance with Section 2.4; (x) the Construction Contractor shall have delivered the Class 1 Cost Estimate, as of developed by the date of their reportConstruction Contractor pursuant to the AIDEA Early Works Agreement, no conditions exist together with all deliverables related thereto, which shall be in form and substance reasonably acceptable to the Authority and the Concessionaire; (xi) Investor shall have received final investment committee approval for its investment in the Concessionaire in an amount not less than the Actual Investor Investment Commitment Amount; (xii) the Concessionaire and the Authority shall have agreed to (A) the final Payment Schedule developed pursuant to Section 13.2(a), (B) the schedule for making Scheduled Investor Distributions and (C) the Target FOB LNG Price Range pursuant to Section 9.2(a); and (xiii) the Base Case Financial Model has demonstrated that would preclude the Company's ability Plant is projected to be capable of producing the LNG at a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued price within the Target FOB LNG Price Range during the Term, based upon the assumptions set forth in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuanceBase Case Financial Model.

Mutual Conditions. The obligations of the parties to consummate the Merger shall be subject to fulfillment ‌ Each of the following conditionsconditions is for the benefit of Prophecy and Northern and, subject to Section 5.4 and Article 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date: (a) No temporary restraining orderall required Court approvals for the Plan of Arrangement, preliminary or permanent injunction or other order or decree which prevents including the consummation of the Merger shall Interim Order and Final Order have been issued obtained in form and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents substance satisfactory to the consummation of the Merger.Parties; (b) All waiting periods applicable the Arrangement shall have been approved at the Special Meeting in accordance with the terms of the Interim Order; (c) the application to the Registrar for the Amalgamation, Final Order and other documents, records or information required by the Registrar in order to give effect to the Arrangement shall have been accepted for filing by it and the Certificate of Amalgamation issued by the Registrar; (d) there shall not be in force any order or decree restraining or enjoining consummation of the Merger under the HSR Act Arrangement and there shall have expired or been terminated and all be no proceeding (other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority than an appeal made in connection with the execution and delivery Arrangement), of this Agreement and the consummation of the (c) The Merger and a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated hereby shall by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Applicable Regulatory Approvals which have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law.obtained; (e) The Commission shall have declared all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the Registration Statement effective. On completion of the Closing Date Arrangement and at the Effective Dateapproval of the Exchange, no stop order or similar restraining order shall have been threatened by the Commission obtained or entered by the Commission or any state securities administrator prohibiting the Merger.received, each in a form acceptable to both Parties; (f) Parent shall there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, a Material Adverse Effect on the basis Arrangement or the current business, financial condition, operations or prospects of the facts, representations Prophecy and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.Northern; (g) Parent there shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated not exist any prohibition at law against the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as completion of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests.Arrangement; and (h) Company this Agreement shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall not have been authorized for listing on terminated pursuant to the NYSE, subject to official notice of issuanceprovisions hereof.

Mutual Conditions. The obligations of each of the parties Parties to consummate complete the Merger Transactions contemplated hereby shall be subject to fulfillment the fulfilment at or prior to Closing of the following conditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation relevant parties shall have waived the Transfer requirements in Section 7.9 of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger.Xxxxx Power LPA; (b) All waiting periods applicable to the consummation relevant parties shall have waived the Transfer requirements in Sections 3.6 and 4.3 of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of theBPI Shareholders Agreement; (c) The Merger the Uranium Dioxide Supply Agreement between Cameco and BPLP dated May 11, 2001 shall have been amended to delete all references therein to the transactions Reference Price Agreement; (d) General Electric Canada Inc. shall have agreed to amend the agreement between BPLP and General Electric Canada Inc. dated May 27, 2002 to substitute the Investors for BE as several co-guarantors of BPLP’s obligations thereunder and under the related guarantee agreement, and BE shall have been released from its obligations under such agreements; (e) receipt of an advance ruling certificate or no action letter under the Competition Act on terms satisfactory to the Parties; (f) BE shareholder approval of the Transactions contemplated hereby unless an exemption from the requirement to obtain such approval is obtained from the United Kingdom Listing Authority or the rules of such Authority requiring such approval do not apply; (g) confirmation reasonably satisfactory to the Investors from the CNSC that (a) the alternative several financial assurance arrangements as a result of the Transactions contemplated hereby are acceptable and (b) no material new CNSC licence conditions will be imposed on BPI as licensee or BPLP as a result of the Transactions contemplated hereby; (h) waivers by CBHI, PWU Trust and Society Trust in respect of their consent to Transfer pursuant to Section 7.1 (Prohibition on Transfer) and of their rights under Section 5.3 (Change of Control of General Partner), Section 7.5 (Right to Match Offers) (including Section 7.5(e)), Section 7.6 (Piggyback Offer), Section 7.8 (Right to Object to Purchase Price) and Section 7.9 (Additional Conditions to any Transfer or Encumbrance) of the Xxxxx Power LPA (with such waiver to constitute, to the extent applicable, a “Special Resolution” as defined in the Xxxxx Power LPA) and equivalent rights of Cameco under the BPI Shareholder Agreement shall have been received, in each case in respect of the Transactions contemplated hereby; (i) waiver by CBHI, PWU Trust and Society Trust of their respective rights, if any, under Articles 8 and 10 of the Xxxxx Power LPA, in each case in respect of the Transactions contemplated hereby; (j) the consent of OPG and its Subsidiaries under all relevant agreements which require such a consent to a change of control or effective control or Transfer (as defined in such agreements) of BPLP and/or BPI as a consequence of the Transactions contemplated hereby shall have been approved by the Company Shareholders received, as more particularly set out in the manner required by any Applicable Law.OPG Heads of Agreement, which agreements will otherwise remain unamended except as contemplated or scheduled herein or as provided in the OPG Heads of Agreement; (dk) The Parent Shareholder Authorizations the waiver by OPG and its Subsidiaries of the rights of OPG and its Subsidiaries under the OPG Lease and related agreements arising from any BE insolvency-related event (including BE going into administration) shall have been approved received, as more particularly set out in the OPG Heads of Agreement, which OPG Lease and agreements will otherwise remain unamended except as provided in the OPG Heads of Agreement; (l) approval of the DTI pursuant to its Credit Agreement dated 28 November 2002 as amended, restated or replaced from time to time (the “DTI Credit Agreement”) and satisfaction or waiver of the conditions specified in the DTI Letter; (m) at Closing (i) each of BPLP, BPII and BECL will be released from their guarantees to the DTI under the DTI Credit Agreement (ii) the shares of BECL and BPII, if any, pledged pursuant thereto will be released by the Parent Shareholders DTI and (iii) BPLP, BPI, BPII and BECL will have no further present or future obligations or liabilities of any kind under the DTI Credit Agreement; (n) the completion of the transactions contemplated in the manner required OPG Heads of Agreement including receipt by any Applicable Law.OMERS and BPC of OPG’s consent pursuant to Section 1(i)(C) thereof; (eo) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order if any Trading Contract shall have been threatened by terminated prior to Closing, the Commission or entered by Parties shall have complied with the Commission or any state securities administrator prohibiting the Merger.provisions of Schedule F; (fp) Parent no Material Adverse Change shall have received occurred during the Interim Period with an opinion aggregate Value in excess of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.$350,000,000; and (gq) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger Cameco Investment Agreement shall have been authorized for listing on the NYSE, subject to official notice of issuanceterminated.

Mutual Conditions. The obligations of the parties to consummate the Merger shall be subject to fulfillment Each of the following conditionsconditions is for the benefit of NCA and Bayswater and, subject to Section 5.4 and Article 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents each of NCA and Bayswater are validly existing under the consummation laws of the Merger Province of British Columbia and shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted the corporate power to carry on its respective business as is now being conducted by any Governmental Authority which prevents the consummation of the Merger.it; (b) All waiting periods applicable each of NCA and Bayswater have taken all necessary corporate action to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of thethe Arrangement; (c) The Merger all required Court approvals for the Plan of Arrangement, including the Interim Order and Final Order have been obtained in form and substance satisfactory to the transactions contemplated hereby Parties to this Agreement; (d) the Arrangement shall have been approved at the Special Meeting; (e) the Final Order and other documents, records or information required by the Company Shareholders Registrar in order to give effect to the manner required Arrangement shall have been accepted for filing by any Applicable Law.the Registrar; (df) The Parent Shareholder Authorizations there shall not be in force any order or decree restraining or enjoining consummation of the Arrangement; (g) none of the consents, orders, regulations or approvals contemplated herein contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either Party, acting reasonably; (h) all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the completion of the Arrangement and the approval of the Exchange, have been obtained or received, each in a form acceptable to both Parties; (i) the issue of the Bayswater Shares to NCA Shareholders pursuant to the Arrangement will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable and will be exempt from the Parent Shareholders registration requirements of the US Securities Act and applicable state securities laws and the registration and prospectus requirements of applicable securities laws in each of the manner required by any Applicable Law.provinces of Canada in which there are NCA Shareholders; (ej) The Commission shall have declared the Registration Statement effective. On the Closing Date except in relation to NCA Shares having previously imposed and continuing resale restrictions as at the Effective Date, no stop order the Bayswater Shares to be issued to NCA Shareholders will be able to be freely sold or similar restraining order shall have been threatened otherwise disposed of in whole or in part by the Commission holders of Bayswater Shares, who previously held NCA Shares at any time and from time to time following issuance without qualification by a prospectus or entered by the Commission or any state reliance on an exemption from prospectus filing requirements under applicable Canadian securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxxlegislation, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially subject to the effect that, on requirements for the basis first trade of the factsBayswater Shares issued to NCA Shareholders, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. : (i) The shares the trade is not a "control distribution" (as defined under applicable Canadian securities laws); (ii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of Parent Common Stock the trade; (iii) no extraordinary commission or consideration is paid to be issued a person or company in respect of the trade; and (iv) if the selling security holder is an insider or officer of Bayswater, the selling security holder has no reasonable grounds to believe that Bayswater is in default of securities legislation; (k) the authors of the fairness opinion provided to NCA and the NCA Board with respect to the fairness of the Arrangement to NCA and the NCA Shareholders, shall not have withdrawn such opinion; (l) there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have a material adverse effect on the Arrangement or the current business, financial condition, operations or prospects of NCA and Bayswater; (m) there shall not exist any prohibition at law against the completion of the Arrangement; (n) dissent rights in respect of the Arrangement shall not have been exercised prior to the Effective Date by NCA Shareholders representing in the Merger aggregate more than 5% of the total number of NCA Shares outstanding at such time; and (o) this Agreement shall not have been authorized for listing on terminated pursuant to the NYSE, subject to official notice of issuanceprovisions hereof.

Mutual Conditions. The respective obligations of the parties each party to consummate effect the Merger shall be subject to fulfillment the satisfaction, at or prior to the Closing Date of the following conditions:conditions (any of which may be waived in writing by HEALTHSOUTH and NSC): (a) No temporary restraining None of HEALTHSOUTH, the Subsidiary or NSC nor any of their respective subsidiaries shall be subject to any order, preliminary decree or permanent injunction by a court of competent jurisdiction which (i) prevents or other order or decree which prevents materially delays the consummation of the Merger shall have been issued or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of NSC, the NSC Subsidiaries and remain in effectthe NSC Other Entities, and no taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any Governmental Authority which prevents governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the MergerMerger and any other transaction contemplated hereby illegal. (bc) All Any waiting periods period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Lawterminated. (d) The Parent Shareholder Authorizations Registration Statement shall have been approved by declared effective and no stop order with respect to the Parent Shareholders Registration Statement shall be in the manner required by any Applicable Laweffect. (e) The Commission holders of NSC Common Stock shall have declared approved the Registration Statement effective. On adoption of this Plan of Merger and any other matters submitted to them in accordance with the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Mergerprovisions of Section 7.3 hereof. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been authorized approved for listing on the NYSEExchange. (g) The Merger shall qualify for "pooling of interests" accounting treatment, subject and HEALTHSOUTH and NSC shall each have received letters to official notice that effect from Ernst & Young, LLP, independent accountants for HEALTHSOUTH, dated (i) the date of issuancethe mailing of the Proxy Statement and (ii) the Closing Date. (h) HEALTHSOUTH and the Subsidiary shall have obtained, or obtained the transfer of, any licenses, certificates of need and other regulatory approvals necessary to allow the Surviving Corporation to operate the NSC facilities, unless the failure to obtain such transfer or approval would not have a material adverse effect on the Surviving Corporation. (i) HEALTHSOUTH and the Subsidiary shall have received all consents, approvals and authorizations of third parties with respect to all material leases and management agreements to which the NSC Subsidiaries and the NSC Other Entities are parties, which consents, approvals and authorizations are required of such third parties by such documents, in form and substance acceptable to HEALTHSOUTH, except where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the business of the Surviving Corporation.

Mutual Conditions. The obligations of the parties to consummate the Merger shall be subject to fulfillment Each of the following conditionsconditions is for the benefit of Xxxxxxx and Bayswater and, subject to Section 5.4 and Section 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents each of Xxxxxxx and Bayswater are validly existing under the consummation laws of the Merger Province of British Columbia and shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted the corporate power to carry on its respective business as is now being conducted by any Governmental Authority which prevents the consummation of the Merger.it; (b) All waiting periods applicable each of Xxxxxxx and Bayswater have taken all necessary corporate action to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of thethe Arrangement; (c) The Merger all required Court approvals for the Plan of Arrangement, including the Interim Order and Final Order have been obtained in form and substance satisfactory to the Parties to this Agreement; (d) the Amalgamation Application and Final Order shall have been accepted for filing by and the transactions contemplated hereby Certificate of Amalgamation has been issued by the Registrar; (e) the Arrangement shall have been approved by at the Company Shareholders in the manner required by any Applicable Law.Special Meetings; (df) The Parent Shareholder Authorizations there shall not be in force any order or decree restraining or enjoining consummation of the Arrangement; (g) none of the consents, orders, regulations or approvals contemplated herein contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either Party, acting reasonably; (h) all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the completion of the Arrangement and the approval of the Exchange, have been obtained or received, each in a form acceptable to both Parties; (i) the issue of the Xxxxxxx Shares to Bayswater Shareholders pursuant to the Arrangement will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable and will be exempt from the Parent Shareholders registration requirements of the United States Securities Act of 1933 and applicable state securities laws and the registration and prospectus requirements of applicable securities laws in each of the manner required by any Applicable Law.provinces of Canada in which there are Bayswater Shareholders; (ej) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order Xxxxxxx Shares to be issued to Bayswater Shareholders will be able to be freely sold or similar restraining order shall have been threatened otherwise disposed of in whole or in part by the Commission holders of Xxxxxxx Shares, who previously held Bayswater Shares at any time and from time to time following issuance without qualification by a prospectus or entered by the Commission or any state reliance on an exemption from prospectus filing requirements under applicable Canadian securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxxlegislation, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially subject to the effect that, on requirements for the basis first trade of the factsXxxxxxx Shares issued to Bayswater Shareholders, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. : (i) The shares the trade is not a "control distribution" (as defined under applicable Canadian securities laws); (ii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of Parent Common Stock the trade; (iii) no extraordinary commission or consideration is paid to be issued a person or company in respect of the trade; and (iv) if the selling security holder is an insider or officer of Xxxxxxx, the selling security holder has no reasonable grounds to believe that Xxxxxxx is in default of securities legislation; (k) the authors of the fairness opinions provided to each Party with respect to the fairness of the Arrangement to each Party and its shareholders, shall not have withdrawn such opinions; (l) there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have a material adverse effect on the Arrangement, Amalgamation or the current business, financial condition, operations or prospects of Xxxxxxx and Bayswater; (m) there shall not exist any prohibition at law against the completion of the Arrangement; (n) dissent rights in respect of the Arrangement shall not have been exercised prior to the Effective Date by Xxxxxxx Shareholders or Bayswater Shareholders representing in the Merger aggregate more than 5% of the total number of Xxxxxxx Shares or Bayswater Shares, as the case may be, outstanding at such time; and (o) this Agreement shall not have been authorized for listing on terminated pursuant to the NYSE, subject to official notice of issuanceprovisions hereof.

Mutual Conditions. The obligations of the parties to consummate the Merger shall be subject to fulfillment Each of the following conditionsconditions is for the benefit of Pathfinder and Bayswater and, subject to Section 5.4 and Section 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents each of Pathfinder and Bayswater are validly existing under the consummation laws of the Merger Province of British Columbia and shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted the corporate power to carry on its respective business as is now being conducted by any Governmental Authority which prevents the consummation of the Merger.it; (b) All waiting periods applicable each of Pathfinder and Bayswater have taken all necessary corporate action to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of thethe Arrangement; (c) The Merger all required Court approvals for the Plan of Arrangement, including the Interim Order and Final Order have been obtained in form and substance satisfactory to the Parties to this Agreement; (d) the Amalgamation Application and Final Order shall have been accepted for filing by and the transactions contemplated hereby Certificate of Amalgamation has been issued by the Registrar; (e) the Arrangement shall have been approved by at the Company Shareholders in the manner required by any Applicable Law.Special Meetings; (df) The Parent Shareholder Authorizations there shall not be in force any order or decree restraining or enjoining consummation of the Arrangement; (g) none of the consents, orders, regulations or approvals contemplated herein contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either Party, acting reasonably; (h) all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the completion of the Arrangement, have been obtained or received, each in a form acceptable to both Parties; (i) the issue of the Amalco Shares pursuant to the Arrangement will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable and will be exempt from the Parent registration requirements of the United States Securities Act of 1933 and applicable state securities laws and the registration and prospectus requirements of applicable securities laws in each of the provinces of Canada in which there are Pathfinder Shareholders in the manner required by any Applicable Law.and Bayswater Shareholders; (ej) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order Amalco Shares will be able to be freely sold or similar restraining order shall have been threatened otherwise disposed of in whole or in part by the Commission holders of Amalco Shares at any time and from time to time following issuance without qualification by a prospectus or entered by the Commission or any state reliance on an exemption from prospectus filing requirements under applicable Canadian securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxxlegislation, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially subject to the effect that, on requirements for the basis first trade of the factsAmalco Shares, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. : (i) The shares the trade is not a "control distribution" (as defined under applicable Canadian securities laws); (ii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of Parent Common Stock the trade; (iii) no extraordinary commission or consideration is paid to be issued a person or company in respect of the trade; and (iv) if the selling security holder is an insider or officer of Amalco, the selling security holder has no reasonable grounds to believe that Amalco is in default of securities legislation; (k) the authors of the fairness opinions provided to each Party with respect to the fairness of the Arrangement to each Party and its shareholders, shall not have withdrawn such opinions; (l) there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have a material adverse effect on the Arrangement, Amalgamation or the current business, financial condition, operations or prospects of Pathfinder and Bayswater; (m) there shall not exist any prohibition at law against the completion of the Arrangement; (n) dissent rights in respect of the Arrangement shall not have been exercised prior to the Effective Date by Pathfinder Shareholders or Bayswater Shareholders representing in the Merger aggregate more than 5% of the total number of Pathfinder Shares or Bayswater Shares, as the case may be, outstanding at such time; and (o) this Agreement shall not have been authorized for listing on terminated pursuant to the NYSE, subject to official notice of issuanceprovisions hereof.

Mutual Conditions. The obligations of Parties are not required to complete the parties to consummate the Merger shall be subject to fulfillment Arrangement unless each of the following conditionsconditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties: (a) No temporary restraining orderthe Interim Order shall have been granted on terms consistent with this Agreement and the Interim Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order; (c) the Final Order shall have been granted on terms consistent with this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise; (d) the issuance of the Consideration Shares will be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; (e) the necessary approvals of the CSE and TSXV, if any, will have been obtained; (f) the Consideration Shares to be issued upon completion of the Arrangement and the Buyer Shares to be issued upon the exercise from time to time of the Company Options, Company Warrants, Company RSUs and upon the conversion from time to time of the Company Debentures shall, if required by the TSXV and subject only to the satisfaction of customary conditions required by the TSXV, have been approved for listing on the TSXV, as of the Effective Date and the TSXV, shall have, if required, accepted notice for filing of all transactions of the Parties contemplated herein or necessary to complete the Arrangement, subject only to compliance with the customary requirements of the TSXV; (g) all Regulatory Approvals and all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Company Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received; (h) no Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent injunction permanent), in any case which is in effect and which prevents, prohibits or other order or decree which prevents makes the consummation of the Merger shall have been issued and remain in effect, and no statute, rule Arrangement illegal or regulation shall have been enacted by otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement or any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests.this Agreement; (i) The shares of Parent Common Stock to be issued in the Merger Company shall have been authorized for entered into a supplemental indenture governing the Company Debentures with the debenture trustee; and (j) the TSXV shall have conditionally approved the listing of certain post-Arrangement securities of the Buyer, consisting of the Consideration Shares, the Buyer Shares and those Company Warrants and Company Debentures that are currently listed on the NYSETSXV and which shall become binding obligations of the Buyer following completion of the Arrangement, on the TSXV, subject to official notice completion of issuancethe Arrangement and completion of the customary listing requirements of the TSXV.

Mutual Conditions. The obligations of the parties Parties to consummate complete the Merger transactions contemplated by this Agreement shall be subject to fulfillment the satisfaction of the following conditions:conditions at or before the Effective Time (any of which may be waived by the mutual agreement of the Parties): (a) No temporary restraining orderthe Effective Date will occur on or before the Outside Date; (b) no provision of any applicable Law and no judgment, preliminary or permanent injunction or other injunction, order or decree shall be in effect which prevents restrains or enjoins or otherwise prohibits the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by Amalgamation; (c) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority which prevents in connection with, or required to permit, the consummation of the Merger.transactions contemplated hereby, the failure to obtain which or the non-expiry of which would constitute a breach of applicable Law, or would, individually or in the aggregate, be or result in a Material Adverse Change after the Effective Time, shall have been obtained or received; (bd) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby Metaversive Amalgamation Resolution shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law.a special majority of Metaversive Shareholders; (e) The Commission Dissent Rights shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall not have been threatened exercised with respect to the Amalgamation by Metaversive Shareholders, which will in the Commission aggregate represent 5% or entered by more of the Commission or any state securities administrator prohibiting Metaversive Shares outstanding on the Merger.record date for the Metaversive Meeting; (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to one or more prospectus exemptions for the effect that, on the basis issuance of the facts, representations and assumptions set forth BPS Shares in such opinion which are consistent connection with the state of the facts then existing, Amalgamation shall be available under Applicable Securities Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate.; (g) Parent shall all Authorizations or Consents and all regulatory authorities and receipt of all necessary approvals from the CSE for the listing of the BPS Shares to be issued pursuant to the Amalgamation (subject to BPS fulfilling the CSE’s usual and ordinary listing requirements) will have received a letter, in form and substance reasonably been obtained on terms satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests.Parties; (h) Company this Agreement shall not have received a letter, been terminated in form accordance with Section 6; and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests.DocuSign Envelope ID: 88DE1037-A4D4-482C-8C37-CB14D0B09E70 (i) The shares there shall not be in force any order or decree restraining or enjoining the consummation of Parent Common Stock to be issued in the Merger shall have been authorized for listing on transactions contemplated by this Agreement, the NYSEAmalgamation Agreement, subject to official notice of issuanceand the Amalgamation.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Merger Arrangement shall be subject to fulfillment the satisfaction of the following conditionsconditions on or before the Effective Date: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the Merger shall have been issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the consummation of the Merger. (b) All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby Arrangement shall have been approved by the Company Shareholders Westcoast Securityholders at the Westcoast Meeting in the manner required by applicable Laws (including any Applicable Law.conditions imposed by the Interim Order); (b) the Interim Order and the Final Order shall each have been obtained in form and on terms satisfactory to each of Duke Energy and Westcoast, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (c) the Form S-3 shall have become effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-3 shall be in effect and no proceedings for such purpose shall be pending before the SEC, and Duke Energy shall have received all United States state securities or "blue sky" authorizations necessary to issue the Duke Energy Common Shares to be issued pursuant to the Arrangement or upon exchange for the Exchangeable Shares; (d) no provision of any applicable Laws and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Arrangement or the transactions contemplated by this Agreement; (e) the Exchangeable Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing on The Parent Shareholder Authorizations Toronto Stock Exchange, subject to the filing of required documentation, and the Duke Energy Common Shares issuable at the Effective Time pursuant to the Arrangement, upon exchange of the Exchangeable Shares from time to time and upon exercise of the Replacement Options from time to time shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSEThe New York Stock Exchange, subject to official notice of issuance; and (f) the Appropriate Regulatory Approvals shall have been obtained and be in full force and effect and shall not be subject to any stop-order or proceeding seeking a stop-order or revocation; and (g) all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure to obtain which or the non-expiry of which would constitute a criminal offense, or would, individually or in the aggregate, have a Material Adverse Effect on Duke Energy or Westcoast after the Effective Time, shall have been obtained or received.

Mutual Conditions. The obligations of Parent and the parties Company to consummate consummate, or cause to be consummated, the Merger shall be Mergers are subject to fulfillment the satisfaction of the following conditions, any one or more of which may be waived in writing by both Parent and the Company: (a) No temporary restraining order, preliminary All waiting periods and any extension thereof under the HSR Act and any commitments by the parties not to close before a certain date under a timing agreement entered into with the FTC or permanent injunction or other order or decree which prevents DOJ applicable to the consummation of the Merger Mergers shall have expired or been issued and remain terminated and, if applicable, all antitrust investigations in effect, and no statute, rule the Mergers by the FTC or regulation shall DOJ have been enacted by closed; and in the event the parties receive a letter from the FTC or DOJ that the applicable waiting period has expired but the FTC or DOJ is still investigating the transaction, such antitrust investigation will be deemed closed 30 days after receipt of such letter unless the FTC or DOJ issues a request to the parties seeking information or otherwise indicates that it continues to actively investigate the transaction, in which case, such antitrust investigation will be deemed open until the earlier of (i) the FTC or DOJ indicating that its investigation is closed, (ii) 30 days after the parties have supplied any Governmental Authority which prevents requested information to the consummation of FTC or DOJ if the MergerFTC or DOJ has indicated that it has no further requests or questions for the parties, or (iii) 30 days after the FTC or DOJ has indicated its investigation is still open so long as it has not sought during that time any information from the parties about the Mergers. (b) All waiting periods applicable to the consummation consents of the Merger under the HSR Act shall have expired or been terminated and all other consents, approvals, permits or authorizations Governmental Authorities required to be obtained prior to the Effective Date from any Governmental Authority Closing Date, including the receipt of all clearances, approvals, authorizations, and waiting period expirations or terminations as may be required in connection with the execution and delivery of this Agreement and transactions described herein under the consummation of the (c) The Merger and the transactions contemplated hereby Antitrust Laws shall have been approved by the Company Shareholders in the manner required by any Applicable Law. (d) The Parent Shareholder Authorizations shall have been approved by the Parent Shareholders in the manner required by any Applicable Law. (e) The Commission shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriate. (g) Parent shall have received a letter, obtained in form and substance reasonably satisfactory to Parent, from Deloitte both Parent and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interestsCompany. (hc) Company There shall have received a letternot be in force any order, in form and substance reasonably satisfactory to Companywrit, from Deloitte & Touche LLPjudgment, dated injunction, decree, stipulation, ruling, decision, verdict, determination or award or order on consent or consent agreement made, issued or entered by or with any Governmental Authority enjoining or prohibiting the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as consummation of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interestsMergers. (id) The shares of Parent Common Stock to R&W Insurance Policy shall be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuancefull force and effect.

Mutual Conditions. The respective obligations of PTQ and Iberian to complete the parties to consummate the Merger shall be Transaction are subject to the fulfillment of the following conditionsconditions at or before the Effective Time or such other time as is specified below: (a) No temporary restraining orderthe TSX shall have conditionally approved the listing thereon of the PTQ Common Shares to be issued pursuant to the Transaction as of the Effective Date and the TSX shall have, preliminary if required, accepted notice for filing of all transactions of PTQ contemplated herein or permanent injunction necessary to complete the Transaction, subject only to compliance with the usual requirements of the TSX; (b) the Effective Time shall be on or before the Completion Deadline; (c) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other order regulatory authority that makes it illegal or decree which prevents otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Merger shall have been issued and remain Transaction in effectaccordance with the terms hereof or results or could reasonably be expected to result in a judgment, and no statuteorder, rule decree or regulation shall have been enacted by any Governmental Authority which prevents the consummation assessment of the Merger. (b) All waiting periods applicable damages, directly or indirectly, relating to the consummation of the Merger under the HSR Act shall have expired Transaction that has a Material Adverse Effect on PTQ or been terminated and all other consents, approvals, permits or authorizations required to be obtained prior to the Effective Date from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the (c) The Merger and the transactions contemplated hereby shall have been approved by the Company Shareholders in the manner required by any Applicable Law.Iberian; (d) The Parent Shareholder Authorizations all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry, waiver or termination of any waiting periods, in connection with, or required to permit, the completion of the Transaction, all of which have been previously disclosed by Iberian to PTQ and by PTQ to Iberian, and all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements shall have been approved by obtained or received on terms that are reasonably satisfactory to each of PTQ and Iberian, except where the Parent Shareholders failure to obtain such consents, waivers, permits, exemptions, orders or approvals, agreements, amendments or modifications or the non-expiry of such waiting periods would not, either individually or in the manner required by any Applicable Law.aggregate, have a Material Adverse Effect on Iberian or PTQ or materially impede the completion of the Transaction; and (e) The Commission this Agreement shall have declared the Registration Statement effective. On the Closing Date and at the Effective Date, no stop order or similar restraining order shall not have been threatened terminated pursuant to Section 5.02 hereof. The foregoing conditions are for the mutual benefit of the Parties and may be waived in respect of a Party, in whole or in part by such Party in writing at any time. If any of such conditions shall not be complied with or waived as aforesaid on or before the Commission or entered Completion Deadline or, if earlier, the date required for the satisfaction thereof, then any Party may terminate this Agreement by the Commission or any state securities administrator prohibiting the Merger. (f) Parent shall have received an opinion of Bracxxxxx & Xattxxxxx, X.L.P. and Company shall have received an opinion of Milbank, Tweed, Hadlxx & XcClxx xxxstantially written notice to the effect thatother Party in circumstances where the failure to satisfy any such condition is not the result, on the basis directly or indirectly, of the facts, representations and assumptions set forth in a breach of this Agreement by such opinion which are consistent with the state of the facts then existing, under Applicable Law, for Federal income tax purposes, the Merger will constitute a reorganization under Section 368(a) of the Code. In rendering such opinions, Bracxxxxx & Xattxxxxx, X.L.P. and Milbank, Tweed, Hadlxx & XcClxx xxx require and rely on representations contained in certificates of Parent, Company, Subcorp and others, as they deem reasonably appropriateterminating Party. (g) Parent shall have received a letter, in form and substance reasonably satisfactory to Parent, from Deloitte and Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Parent's conclusion that, as of the date of their report, no conditions exist that would preclude the Parent's accounting for the Merger as a pooling of interests. (h) Company shall have received a letter, in form and substance reasonably satisfactory to Company, from Deloitte & Touche LLP, dated the Closing Date, stating that Deloitte & Touche LLP concurs with the Company's conclusion that, as of the date of their report, no conditions exist that would preclude the Company's ability to be a party in a business combination to be accounted for as a pooling of interests. (i) The shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance.