Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction of the following conditions: (a) the Amalgamation and this Agreement shall have been approved by the shareholders of each of the Amalgamating Corporations in accordance with the 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 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of them.

Mutual Conditions. The respective obligations of the parties hereto Parties to consummate the Amalgamation shall be transactions contemplated hereby, and in particular the offering and sale of the Offered Units to the Investor, are subject to the satisfaction 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) the Amalgamation and this Agreement Transaction Resolutions shall have been approved passed by the shareholders of each of required votes cast by the Amalgamating Corporations Shareholders at the Shareholders' Meeting in accordance with any conditions imposed by the ABCA Exchange, including disinterested Shareholder approval and the Policies Expanded Board shall constitute the Board of the CDNX as they related to shareholder approval of qualifying transactionsDirectors; (b) there 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 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 Parties, each acting reasonably, including approval of the Transaction by the 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 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, authorizations, filings or notices, or for the applicable waiting periods to have expired or terminated, would not be in force any order reasonably expected to have a Material Adverse Effect on the Corporation (before or decree restraining or enjoining the consummation after completion of the Amalgamation;Transaction); and (c) no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the Amalgamating Corporations force of Law) shall have obtained all governmentalbeen issued, regulatoryproposed, stock exchange and third party consentsenacted, approvals and authorizations required promulgated, amended or necessary in connection with applied, that restrains, enjoins or otherwise prohibits consummation of the Transaction or the other 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themthis Agreement.

Mutual Conditions. The respective obligations of the parties hereto each party to consummate the Amalgamation purchase and issuance and sale of the Purchased Units shall be subject to 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) the Amalgamation and this Agreement No Law shall have been approved enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the shareholders of each consummation of the Amalgamating Corporations in accordance with transactions contemplated hereby or makes the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions;transactions contemplated hereby illegal. (b) there 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 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 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 force cash proceeds comprised of (A) at least $50 million of borrowings under the Partnership’s credit facility and (B) borrowings pursuant to a Securities Demand. Such requirement in clause (2) above shall be reduced on a dollar for dollar basis by any order equity raised pursuant to this Agreement or decree restraining or enjoining the consummation NGRY Purchase Agreement in excess of $150 million. All the Amalgamation;debt in (2) above shall be referred to herein as the “Debt.” (c) the Amalgamating Corporations The Partnership shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory telephonically confirm to the Amalgamating Corporations, including regulatory approval Lead Purchaser that it is ready to close the Acquisition subject only to the Closing of the Transfer Within Escrow, which shall occur immediately prior to the closing issuance and sale of the Amalgamation; (d) Common Units under this Agreement and/or the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements NRGY Purchase Agreement and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themDebt.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation Pavilion and First Defiance under this Agreement shall be subject to the satisfaction 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 Amalgamation required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been approved by 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 shareholders of each Effective Time on the present or prospective consolidated financial condition, business or operating results of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions;First Defiance on a consolidated basis. (bc) there shall not be in force any No temporary restraining order, preliminary or permanent injunction or other order issued by a court of competent jurisdiction or decree restraining other legal restraint or enjoining prohibition preventing the consummation of the Amalgamation; (c) the Amalgamating Corporations Corporate Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have obtained all governmentalenacted, regulatoryissued, stock exchange and third party consentspromulgated, approvals and authorizations required enforced, deemed applicable or necessary in connection with entered any statute, rule, regulation, judgment, decree, injunction or other order prohibiting consummation of the transactions contemplated herein on terms and conditions reasonably satisfactory to by this Agreement or making the Amalgamating Corporations, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation;Corporate Merger illegal. (d) the CDNX The Registration Statement shall have conditionally approved become effective under the Amalgamation as Jenex's qualifying transaction Securities Act and no stop-order or similar restraining order suspending the listing effectiveness of the Amalco Common Shares to be Registration Statement shall have been issued or reserved and no proceeding for issuance pursuant to that purpose shall have been initiated by the Amalgamation subject to compliance with the usual requirements of such stock exchange;SEC. (e) Amalco meeting Each of First Defiance and Pavilion shall have received the minimum listing requirements written opinion of CDNX after accounting First Defiance’s Counsel, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the payout meaning of any Jenex Shareholders or Thermo Shareholders who dissent in respect Section 368(a)(1)(A) of the Amalgamation; (f) the review to the sole satisfaction of Thermo Code. In rendering its opinion, First Defiance’s Counsel will require and Jenex of the financial condition, business properties, title, assets rely upon customary representations contained in letters from First Defiance and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themPavilion that First Defiance’s Counsel reasonably deems relevant.

Mutual Conditions. The respective obligations of Osisko and each of the parties hereto Purchaser Parties to consummate complete the Amalgamation shall be transactions contemplated herein are subject to the satisfaction fulfillment of the following conditionsconditions on or before the Effective Date: (a) the Amalgamation Interim Order and this Agreement the Final Order shall each have been obtained in form and substance satisfactory to the parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties, acting reasonably, on appeal or otherwise; (b) the Arrangement Resolution shall have been approved by the shareholders of each of Osisko Shareholders and Osisko Optionholders at the Amalgamating Corporations Meeting in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsInterim Order; (bc) there shall not be in force any Law and no Regulatory Authority shall have issued any order or decree restraining or enjoining prohibiting the consummation completion of the Amalgamationtransactions contemplated herein; (ci) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required 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 CDNX TSX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction listing thereon, subject to official notice of issuance, and the NYSE shall have approved the listing thereon, of the Amalco Common Yamana Shares and Agnico Eagle Shares to be issued or reserved for issuance pursuant to the Amalgamation 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 such stock exchangethe TSX and NYSE; (e) Amalco meeting the minimum listing 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 CDNX after accounting for all applicable state securities laws, and, Yamana Shares, Agnico Eagle Shares and New Osisko Shares issuable pursuant to the payout of any Jenex Shareholders or Thermo Shareholders who dissent Arrangement shall not be subject to resale restrictions in respect of the AmalgamationXxxxxx 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 review transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the sole satisfaction of Thermo and Jenex Arrangement, prohibiting or imposing material limitations on the ownership of the financial condition, business properties, title, assets and affairs Osisko Properties (or any of the other party;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 latest available financial statements for Thermo and Jenex are true and correct and Competition Approval shall have been prepared in accordance with generally accepted accounting principlesobtained on terms and conditions satisfactory to each of the Purchaser Parties, acting reasonably; and (h) there this Agreement shall be no adverse material change not have been terminated in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamationaccordance with its terms. The foregoing conditions precedent shall be are for the mutual benefit of Osisko and each of the parties hereto Purchaser Parties and may not be waived waived, in whole or in part unless waived part, in writing by each of thema party at any time.

Mutual Conditions. The respective obligations of each party to effect the parties hereto to consummate the Amalgamation Merger shall be subject to the satisfaction 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) None of HEALTHSOUTH, the Amalgamation Subsidiary or Horizon/CMS nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction or governmental agency or authority which (i) prevents or materially delays the consummation of the Merger 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 the Horizon/CMS Other Entities, taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of Horizon/CMS Common Stock shall have approved the adoption of this Agreement Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved by for listing on the shareholders of each of the Amalgamating Corporations in accordance with the ABCA Exchange. (g) HEALTHSOUTH and the Policies of Subsidiary shall have obtained, or obtained the CDNX as they related transfer of, any Licenses necessary to shareholder allow the Surviving Corporation to operate the Horizon/CMS facilities, unless the failure to obtain such transfer or approval of qualifying transactions;would not have a material adverse effect on the Surviving Corporation. (bh) there shall not be in force any order or decree restraining or enjoining HEALTHSOUTH and the consummation of the Amalgamation; (c) the Amalgamating Corporations Subsidiary shall have obtained received all governmental, regulatory, stock exchange and third party consents, approvals and authorizations of third 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 necessary in connection with authorization would not have a material effect on the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval business of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themSurviving Corporation.

Mutual Conditions. The respective obligations of Parent and the parties hereto Company to consummate consummate, or cause to be consummated, the Amalgamation shall be Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by both Parent and the Company: (a) All waiting periods and any extension thereof under the Amalgamation HSR Act and this Agreement any commitments by the parties not to close before a certain date under a timing agreement entered into with the FTC or DOJ applicable to the Mergers shall have expired or been approved terminated and, if applicable, all antitrust investigations in the Mergers by the shareholders FTC or DOJ have been 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 each 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 Amalgamating Corporations in accordance with FTC or DOJ indicating that its investigation is closed, (ii) 30 days after the ABCA and parties have supplied any requested information to the Policies of FTC or DOJ if the CDNX FTC 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 they related to shareholder approval of qualifying transactions;it has not sought during that time any information from the parties about the Mergers. (b) there All consents of Governmental Authorities required to be obtained prior to the Closing Date, including the receipt of all clearances, approvals, authorizations, and waiting period expirations or terminations as may be required in connection with the transactions described herein under the Antitrust Laws shall have been obtained in form and substance reasonably satisfactory to both Parent and the Company. (c) There shall not be in force any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination or award or order on consent or decree restraining consent agreement made, issued or entered by or with any Governmental Authority enjoining or prohibiting 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 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;Mergers. (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there The R&W Insurance Policy shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements full force and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themeffect.

Mutual Conditions. The respective obligations of Parties are not required to complete the parties hereto to consummate the Amalgamation shall be subject to the satisfaction 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) the Amalgamation and this Agreement Interim Order shall have been approved by the shareholders of each of the Amalgamating Corporations in accordance granted on terms consistent with the ABCA this Agreement and the Policies of the CDNX as they related Interim Order shall not have been set aside or modified in a manner unacceptable to shareholder approval of qualifying transactionseither Party, acting reasonably, on appeal or otherwise; (b) there the Arrangement Resolution shall not be have been approved and adopted by the Company Shareholders at the Company Meeting in force any order or decree restraining or enjoining accordance with the consummation of the AmalgamationInterim Order; (c) the Amalgamating Corporations Final Order shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required or necessary in connection with the transactions contemplated herein been granted on terms consistent with this Agreement and conditions reasonably satisfactory the Final Order shall not have been set aside or modified in a manner unacceptable to the Amalgamating Corporationseither Party, including regulatory approval of the Transfer Within Escrowacting reasonably, which shall occur immediately prior to the closing of the Amalgamationon appeal or otherwise; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the listing issuance of the Amalco Common Consideration Shares to will be issued or reserved for issuance exempt from the registration requirements of the U.S. Securities Act pursuant to the Amalgamation subject to compliance with the usual requirements of such stock exchangeSection 3(a)(10) Exemption; (e) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect necessary approvals of the AmalgamationCSE and TSXV, if any, will have been obtained; (f) the review 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 sole satisfaction of Thermo and Jenex customary conditions required by the TSXV, have been approved for listing on the TSXV, as of the financial conditionEffective Date and the TSXV, business propertiesshall have, titleif required, assets and affairs accepted notice for filing of all transactions of the other partyParties 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 latest available financial statements for Thermo and Jenex are true and correct and 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 prepared 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), in accordance any case which is in effect and which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Buyer from consummating the Arrangement or any of the other transactions contemplated in this Agreement; (i) the Company shall have entered into a supplemental indenture governing the Company Debentures with generally accepted accounting principlesthe debenture trustee; and (hj) there the TSXV shall be no adverse material change in have conditionally approved the business, affairs, financial condition or operations listing of either Thermo or Jenex between the date certain post-Arrangement securities of the latest available respective financial statements and the closing Buyer, consisting of the Amalgamation. The foregoing conditions precedent Consideration Shares, the Buyer Shares and those Company Warrants and Company Debentures that are currently listed on the TSXV and which shall be for the mutual benefit become binding obligations of the parties hereto Buyer following completion of the Arrangement, on the TSXV, subject to completion of the Arrangement and may not be waived in whole or in part unless waived by each completion of themthe customary listing requirements of the TSXV.

Mutual Conditions. The respective obligations of each party to effect the parties hereto to consummate the Amalgamation Merger shall be subject to the satisfaction 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) None of MedPartners, the Amalgamation and this Agreement Subsidiary or ASG nor any of their respective subsidiaries shall have been approved be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the shareholders of each consummation of the Amalgamating Corporations in accordance with Merger or (ii) would impose any material limitation on the ABCA and the Policies ability of MedPartners effectively to exercise full rights of ownership of the CDNX Common Stock of the Surviving Corporation or any material portion of the assets or business of ASG, taken as they related to shareholder approval of qualifying transactions;a whole. (b) there No statute, rule or regulation shall not be in force have been enacted by the government (or any order governmental agency) of the United States or decree restraining or enjoining any state that makes the consummation of the Amalgamation;Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the Amalgamating Corporations consummation of the Merger under the HSR Act shall have obtained expired or been terminated. (d) The holders of shares of ASG Common Stock shall have approved the adoption of this Agreement and any other matters submitted to them for the purpose of approving the transactions contemplated hereby. (e) The shares of MedPartners Common Stock to be issued in connection with the Merger shall have been listed 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. (f) The Merger shall qualify for "pooling of interests" accounting treatment. (g) MedPartners, the Subsidiary and ASG shall have received all governmentalconsents, regulatory, stock exchange and third party consentswaivers, 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 necessary in connection with ASG, as the transactions contemplated herein case may be, except where the failure to obtain such consent, approval or authorization would not have a material effect on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval business of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; andSurviving Corporation. (h) there The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themeffect.

Mutual Conditions. The respective obligations of each party to this Agreement to effect the parties hereto to consummate the Amalgamation Closing shall be subject to the satisfaction of the following conditions, any of which may be waived in writing by both Opfin and TAG: (a) the Amalgamation and this Agreement Spin-Off shall have been approved by the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsoccurred; (b) there shall not be in force any order no order, injunction or decree restraining issued by any court or enjoining agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Amalgamationtransactions 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 enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts or makes illegal consummation of the transactions contemplated hereby; (c) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, regulatory approvals and authorizations required or necessary in connection with to consummate the transactions contemplated herein on terms hereby shall have been obtained 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 Amalgamationremain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the listing in respect of the Amalco Common Shares to be issued or reserved for issuance notifications of the parties hereto pursuant to the Amalgamation subject to compliance with HSR Act, the usual requirements of such stock exchangeapplicable waiting period and any extensions thereof shall have expired or terminated; (e) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect Opfin shall have obtained all necessary consents of the Amalgamationparties to the Warrant Agreement to the Merger and the transactions contemplated hereby; (f) Xxxxxxxxxxx & Co., Inc. and Xxxxxxxxxxx Holdings, Inc. shall have obtained the review consent of their lenders to the sole satisfaction of Thermo Merger and Jenex of the financial condition, business properties, title, assets and affairs of the other partytransactions contemplated thereby; (g) PIMCO Partners shall have obtained all necessary consents of the latest available financial statements for Thermo lenders to PIMCO Partners to the Merger and Jenex are true the transactions contemplated hereby; (h) Opco LP shall have (i) given its written consent to the Merger and correct the transactions contemplated thereby and (ii) obtained the requisite approval of its partners to certain amendments to its partnership agreement; (i) the Board of Directors or trustees, as applicable, and shareholders of each Opgroup Public Investment Company Client shall have been prepared in accordance approved a new Advisory Agreement with generally accepted accounting principlesPIMCO Advisors or its Affiliate, or the assignment of its Advisory Agreement, as applicable, pursuant to the provisions of Section 7.2(a); and (hj) there The stockholders of TAG shall be no adverse material change in have given their written consent to the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements Merger and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themtransactions contemplated hereby.

Mutual Conditions. The respective obligations of each of the parties hereto Parties to consummate complete the Amalgamation Transactions contemplated hereby shall be subject to the satisfaction fulfilment at or prior to Closing of the following conditions: (a) the Amalgamation and this Agreement relevant parties shall have been approved by waived the shareholders of each Transfer requirements in Section 7.9 of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsXxxxx Power LPA; (b) there the relevant parties shall not be have waived the Transfer requirements in force any order or decree restraining or enjoining the consummation Sections 3.6 and 4.3 of the AmalgamationBPI Shareholders Agreement; (c) the Amalgamating Corporations Uranium Dioxide Supply Agreement between Cameco and BPLP dated May 11, 2001 shall have obtained been amended to delete all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory references therein to the Amalgamating Corporations, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the AmalgamationReference Price Agreement; (d) the CDNX General Electric Canada Inc. shall have conditionally approved agreed to amend the Amalgamation agreement between BPLP and General Electric Canada Inc. dated May 27, 2002 to substitute the Investors for BE as Jenex's qualifying transaction several co-guarantors of BPLP’s obligations thereunder and under the 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 related guarantee agreement, and BE shall have been released from its obligations under such stock exchangeagreements; (e) Amalco meeting receipt of an advance ruling certificate or no action letter under the minimum listing requirements of CDNX after accounting for Competition Act on terms satisfactory to the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the AmalgamationParties; (f) the review to the sole satisfaction of Thermo and Jenex BE shareholder approval of the financial condition, business properties, title, assets and affairs 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 the other partysuch Authority requiring such approval do not apply; (g) confirmation reasonably satisfactory to the latest available Investors from the CNSC that (a) the alternative several financial statements for Thermo assurance arrangements as a result of the Transactions contemplated hereby are acceptable and Jenex are true (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 correct 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 prepared received, in accordance 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 received, as more particularly set out in the 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; (k) 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 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 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 OPG Heads of Agreement including receipt by OMERS and BPC of OPG’s consent pursuant to Section 1(i)(C) thereof; (o) if any Trading Contract shall have been terminated prior to Closing, the Parties shall have complied with generally accepted accounting principlesthe provisions of Schedule F; (p) no Material Adverse Change shall have occurred during the Interim Period with an aggregate Value in excess of $350,000,000; and (hq) there the Cameco Investment Agreement shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themhave been terminated.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction ‌ 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) all required Court approvals for the Amalgamation Plan of Arrangement, including the Interim Order and this Agreement Final Order have been obtained in form and substance satisfactory to the Parties; (b) the Arrangement shall have been approved by at the shareholders of each of the Amalgamating Corporations Special Meeting in accordance with the ABCA and the Policies terms of the CDNX as they related to shareholder approval of qualifying transactionsInterim Order; (bc) 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 the consummation of the Amalgamation; Arrangement and there shall be no proceeding (c) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required or necessary other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating Corporationsby this Agreement that would, including regulatory approval if successful, result in an order or ruling that would preclude completion of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the listing of the Amalco Common Shares to be issued or reserved for issuance pursuant to the Amalgamation subject to compliance transactions contemplated by this Agreement in accordance with the usual requirements of such stock exchangeterms hereof or would otherwise be inconsistent with the Applicable Regulatory Approvals which have been obtained; (e) Amalco meeting the minimum listing requirements of CDNX after accounting all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect completion of the AmalgamationArrangement and the approval of the Exchange, have been obtained or received, each in a form acceptable to both Parties; (f) 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 review to Arrangement or the sole satisfaction of Thermo and Jenex of the current business, financial condition, business properties, title, assets operations or prospects of Prophecy and affairs of the other partyNorthern; (g) there shall not exist any prohibition at law against the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principlescompletion of the Arrangement; and (h) there this Agreement shall be no adverse material change in not have been terminated pursuant to the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themprovisions hereof.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction 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) each of Pathfinder and Bayswater are validly existing under the laws of the Province of British Columbia and shall have the corporate power to carry on its respective business as is now being conducted by it; (b) each of Pathfinder and Bayswater have taken all necessary corporate action to authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of the Arrangement; (c) 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 this Agreement Final Order shall have been accepted for filing by and the Certificate of Amalgamation has been issued by the Registrar; (e) the Arrangement shall have been approved by at the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsSpecial Meetings; (bf) 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 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other partyArrangement; (g) none of the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; andconsents, 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) there shall be no adverse material change in all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the business, affairs, financial condition or operations of either Thermo or Jenex between the date completion of the latest available respective financial statements 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 registration requirements of the United States Securities Act of 1933 and applicable state securities laws and the closing registration and prospectus requirements of applicable securities laws in each of the Amalgamation. The foregoing conditions precedent shall provinces of Canada in which there are Pathfinder Shareholders and Bayswater Shareholders; (j) the Amalco Shares will be for the mutual benefit able to be freely sold or otherwise disposed of the parties hereto and may not be waived in whole or in part unless waived by the holders of Amalco Shares at any time and from time to time following issuance without qualification by a prospectus or reliance on an exemption from prospectus filing requirements under applicable Canadian securities legislation, subject to the requirements for the first trade of the Amalco Shares, that: (i) 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 the trade; (iii) no extraordinary commission or consideration is paid to 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 themthe 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 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 terminated pursuant to the provisions hereof.

Mutual Conditions. The respective obligations of the parties hereto Parties to consummate complete the Amalgamation transactions contemplated by this Agreement shall be subject to 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) the Effective Date will occur on or before the Outside Date; (b) no provision of any applicable Law and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Amalgamation; (c) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority in connection with, or required to permit, the consummation of the 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; (d) the Komo Amalgamation and this Agreement Resolution shall have been approved by a special majority of Komo Shareholders; (e) Dissent Rights shall not have been exercised with respect to the shareholders of each Amalgamation by Komo Shareholders, which will in the aggregate represent 5% or more of the Amalgamating Corporations Komo Shares outstanding on the record date for the Komo Meeting; (f) one or more prospectus exemptions for the issuance of the TASK Shares in connection with the Amalgamation shall be available under Applicable Securities Law; (g) all Authorizations or Consents and all regulatory authorities and receipt of all necessary approvals from the CSE for the listing of the TASK Shares to be issued pursuant to the Amalgamation (subject to TASK fulfilling the CSE’s usual and ordinary listing requirements) will have been obtained on terms satisfactory to the Parties; (h) this Agreement shall not have been terminated in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions;Section 6; and (bi) 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 or necessary in connection with the transactions contemplated herein on terms by this Agreement, the Amalgamation Agreement, 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of them.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction 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) each of NCA and Bayswater are validly existing under the Amalgamation laws of the Province of British Columbia and shall have the corporate power to carry on its respective business as is now being conducted by it; (b) each of NCA and Bayswater have taken all necessary corporate action to authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of the Arrangement; (c) 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 Arrangement shall have been approved by at the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsSpecial Meeting; (be) the 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 the Registrar; (f) 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 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other partyArrangement; (g) none of the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; andconsents, 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) there shall be no adverse material change in all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the business, affairs, financial condition or operations of either Thermo or Jenex between the date completion of the latest available respective financial statements Arrangement and the closing approval of the Amalgamation. The foregoing conditions precedent shall be for Exchange, have been obtained or received, each in a form acceptable to both Parties; (i) the mutual benefit issue of the parties hereto 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 may not non-assessable and will be waived exempt from the 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 provinces of Canada in which there are NCA Shareholders; (j) except in relation to NCA Shares having previously imposed and continuing resale restrictions as at the Effective Date, the Bayswater Shares to be issued to NCA Shareholders will be able to be freely sold or otherwise disposed of in whole or in part unless waived by each the holders of themBayswater Shares, who previously held NCA Shares at any time and from time to time following issuance without qualification by a prospectus or reliance on an exemption from prospectus filing requirements under applicable Canadian securities legislation, subject to the requirements for the first trade of the Bayswater Shares issued to NCA Shareholders, that: (i) 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 the trade; (iii) no extraordinary commission or consideration is paid to 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 aggregate more than 5% of the total number of NCA Shares outstanding at such time; and (o) this Agreement shall not have been terminated pursuant to the provisions hereof.

Mutual Conditions. The respective obligations of the parties hereto Parties to consummate complete the Amalgamation transactions contemplated by this Agreement shall be subject to 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) the Effective Date will occur on or before the Outside Date; (b) no provision of any applicable Law and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Amalgamation; (c) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority in connection with, or required to permit, the consummation of the 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; (d) the Metaversive Amalgamation and this Agreement Resolution shall have been approved by a special majority of Metaversive Shareholders; (e) Dissent Rights shall not have been exercised with respect to the shareholders of each Amalgamation by Metaversive Shareholders, which will in the aggregate represent 5% or more of the Amalgamating Corporations Metaversive Shares outstanding on the record date for the Metaversive Meeting; (f) one or more prospectus exemptions for the issuance of the BPS Shares in connection with the Amalgamation shall be available under Applicable Securities Law; (g) 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 been obtained on terms satisfactory to the Parties; (h) this Agreement shall not have been terminated in accordance with the ABCA Section 6; and the Policies of the CDNX as they related to shareholder approval of qualifying transactions;DocuSign Envelope ID: 88DE1037-A4D4-482C-8C37-CB14D0B09E70 (bi) 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 or necessary in connection with the transactions contemplated herein on terms by this Agreement, the Amalgamation Agreement, 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of them.

Mutual Conditions. The respective obligations of each party to effect the parties hereto to consummate the Amalgamation Merger shall be subject to the satisfaction 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) Neither MedPartners nor Cardinal nor any of their respective subsidiaries, if any, shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the Amalgamation and this Agreement consummation of the Merger or (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, taken as a whole. (b) No statute, rule or regulation shall have been approved enacted by the shareholders of each government (or any governmental agency) of the Amalgamating Corporations United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction 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 ABCA provisions of Section 6.3 hereof. (d) The shares of MedPartners Common Stock to be issued in connection with the Merger shall have been listed on the NYSE, upon official notice of issuance, and the Policies 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 CDNX United States as they related to shareholder approval of qualifying transactions;may be required. (be) there shall not be in force any order or decree restraining or enjoining the consummation of the Amalgamation; (c) the Amalgamating Corporations MedPartners and Cardinal shall have obtained received all governmental, regulatory, stock exchange and third party 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 necessary in connection with Cardinal, as the transactions contemplated herein case may be, except where the failure to obtain such consent, approval or authorization would not have a material effect on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval business of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation;Surviving Corporation. (f) MedPartners and Cardinal and the review to shareholders of Cardinal shall have entered into the sole satisfaction of Thermo Stock Restriction and Jenex of the financial condition, business properties, title, assets and affairs of the other party;Registration Rights Agreement set forth in Exhibit 6.4(f) attached hereto. (g) Cardinal and the latest available financial statements for Thermo and Jenex are true and correct and Spin-Off Subsidiary shall have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change entered into the Clinic Services Agreement in the business, affairs, financial condition or operations form of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themExhibit 8.1(g) hereto.

Mutual Conditions. The respective obligations of each party to effect the parties hereto to consummate the Amalgamation Merger shall be subject to the satisfaction 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) None of HEALTHSOUTH, the Amalgamation Subsidiary or NSC nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger 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 the NSC Other Entities, taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of NSC Common Stock shall have approved the adoption of this Agreement Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved by for listing on the shareholders Exchange. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and NSC shall each have received letters to that effect from Ernst & Young, LLP, independent accountants for HEALTHSOUTH, dated (i) the date of the Amalgamating Corporations in accordance with mailing of the ABCA Proxy Statement and (ii) the Closing Date. (h) HEALTHSOUTH and the Policies Subsidiary shall have obtained, or obtained the transfer of, any licenses, certificates of need and other regulatory approvals necessary to allow the CDNX as they related Surviving Corporation to shareholder operate the NSC facilities, unless the failure to obtain such transfer or approval of qualifying transactions;would not have a material adverse effect on the Surviving Corporation. (bi) there shall not be in force any order or decree restraining or enjoining HEALTHSOUTH and the consummation of the Amalgamation; (c) the Amalgamating Corporations Subsidiary shall have obtained received all governmental, regulatory, stock exchange and third party 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 necessary in connection with authorization would not have a material adverse effect on the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating Corporations, including regulatory approval business of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themSurviving Corporation.

Mutual Conditions. The respective obligations of each party to effect the parties hereto to consummate the Amalgamation Merger shall be subject to the satisfaction 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) None of IHS, Merger Sub or Coram nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the Amalgamation consummation of the Merger or (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, taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any 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 Agreement 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 by for listing on the shareholders 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 Amalgamating Corporations 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 ABCA and the Policies Plan of the CDNX as they related to shareholder approval of qualifying transactions;Merger. (bf) there The Registration Statement shall not have been declared effective and no stop order with respect to the Registration Statement shall be in force any order or decree restraining or enjoining the consummation of the Amalgamation;effect. (cg) the Amalgamating Corporations IHS, Merger Sub and Coram shall have obtained received all governmental, regulatory, stock exchange and third party consents, approvals and authorizations of third parties that are required 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 such third parties prior to the closing consummation of the Amalgamation; (d) Merger, in form and substance acceptable to IHS or Coram, as the CDNX shall case may be, except where the failure to obtain such consent, approval or authorization would not have conditionally approved a material adverse effect on the Amalgamation as Jenex's qualifying transaction and the listing business 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; andSurviving Corporation. (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date All approvals of the latest available respective financial statements Merger required under the HSR Act shall have been obtained or the waiting periods thereunder shall have expired. (i) The parties shall have obtained consents from their senior bank lenders to the Merger and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may transactions contemplated hereby not be waived in whole or in part unless waived by each of themlater than November 15, 1996.

Mutual Conditions. The respective obligations of Authority and the parties hereto Concessionaire shall be obligated to consummate the Amalgamation shall be subject to Closing in accordance with the satisfaction 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) the Amalgamation Authority and this Agreement the Concessionaire shall have been approved received the following agreements, documents or instruments, duly executed by each party thereto, in form and substance reasonably acceptable to each of the shareholders Authority and the Concessionaire: (A) to the extent applicable, all Third Party Financing Documents entered into at the time of Closing and the 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, which are required for meeting its obligations related to the Project; (C) the Gas Supply Agreement; (D) each LNG SPA and each LNG TSA, 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 Amalgamating Corporations LNG SPAs, LNG TSAs and this Agreement); (E) the Construction Contract, together with the 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 Site Lease Agreement, duly executed by DNR and the Concessionaire. (ii) the Concessionaire shall have provided to the Authority the Base Case Financial Model in form and substance reasonably acceptable to the Concessionaire and the Authority (including each of the assumptions, inputs and outputs of the Base Case Financial Model as set forth therein), 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 Date (the Third Party Financing Plan) in accordance with Section 12.9 to replace the ABCA Actual Investor Residual Commitment that would otherwise be funded by the Investor, 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 Policies of the CDNX as they related to shareholder approval of qualifying transactionsConcessionaire; (biv) there shall not be in force any pending or threatened Proceedings or law or order restraining, enjoining or decree restraining otherwise prohibiting or enjoining making illegal or threatening to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the Amalgamationtransactions contemplated by this Agreement or the Transaction Documents; (c) the Amalgamating Corporations shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations required 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (hv) there shall be no adverse material change 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 performance 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 developed by the Construction Contractor pursuant to the AIDEA Early Works Agreement, 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 business, affairs, financial condition or operations of either Thermo or Jenex between Concessionaire in an amount not less than the date of Actual Investor Investment Commitment Amount; (xii) the latest available respective financial statements Concessionaire and the closing 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 the Plant is projected to be capable of producing the Amalgamation. The foregoing conditions precedent shall be for LNG at a price within the mutual benefit of Target FOB LNG Price Range during the parties hereto and may not be waived Term, based upon the assumptions set forth in whole or in part unless waived by each of themthe Base Case Financial Model.

Mutual Conditions. The respective obligations of Ashland and SC to effect the parties hereto to consummate the Amalgamation shall be Closing are subject to the prior satisfaction of the following conditions:conditions (the "Mutual Closing Conditions"): (ai) the Amalgamation Transaction may be lawfully consummated pursuant to the merger control laws of the Republic of Korea and this Agreement the European Union; (ii) there shall have been approved no enforceable judgment, injunction, order or decree by any court or Governmental Authority which shall prohibit the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsClosing; (biii) there 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 which ASK and/or ASK's Affiliates are responsible have duly been completed, except for those which are identified as steps that shall not be in force any order or decree restraining or enjoining completed on the consummation of the AmalgamationScheduled Closing Date; (civ) ASK executed and/or caused the Amalgamating Corporations relevant Group Companies who are Local Parties to execute, the Local Contribution or Sale Agreements and made or caused the relevant Local Parties to make any deliveries contemplated thereunder; (v) Subject to termination or retirement of such 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 all governmental, regulatory, stock exchange the Compensation Payment Financing and third party consents, approvals and authorizations required 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 AmalgamationOther Financing; (dviii) the CDNX Group shall have conditionally approved obtained comprehensive insurance coverage for the Amalgamation as Jenex's qualifying transaction and the 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 exchangeGroup Business; (eix) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent SC and Ashland have agreed in respect writing on an updated version of the AmalgamationGlobal Business Plan (the "Pre-Closing Agreed Global Business Plan"); (fx) SC and Ashland shall have agreed on the review Shareholders’ Agreement in order to reflect the sole satisfaction of Thermo and Jenex of the financial conditionagreements contemplated by Exhibit 5.1-1 (A), business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (hxi) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived Initial Limited Partnership Agreement has been duly executed by each of themASK.

Mutual Conditions. The respective obligations of Courtland and TOK to complete the parties hereto to consummate the Amalgamation shall be transactions contemplated herein are subject to the satisfaction fulfillment of the following conditionsconditions precedent on or before the Effective Date or such other time as is specified below: (a) the Amalgamation and this Agreement special resolutions shall have been approved passed by the shareholders holders of Courtland Shares (“Courtland Shareholders”), on or before May 2, 2018, in a form and substance satisfactory to each of Courtland and TOK, acting reasonably, duly approving the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsMerger; (b) there a special or ordinary resolution, as the case may be, shall not have been passed by the Courtland Shareholders on or before May 2, 2018, in a form and substance satisfactory to each of Courtland and TOK, acting reasonably, duly approving the Consolidation, the Continuance and such other matters that may be in force any order or decree restraining or enjoining put before Courtland Shareholders at the consummation of the Amalgamation;Courtland Meeting; and (c) resolutions shall have been passed by the Amalgamating Corporations sole stockholder of Merger Sub, on or before May 30, 2018, in a form and substance satisfactory to each of Courtland and TOK, acting reasonably, duly approving the Merger and such other matters as are required to be approved in order to effect the Merger; (d) resolutions shall have been passed by the TOK Stockholders, voting together as a single class, on or before May 30, 2018, in a form and substance satisfactory to each of Courtland and TOK, acting reasonably, duly approving the Merger and such other matters as are required to be approved pursuant to the TOK Meeting as contemplated by the Merger; (e) there shall be no action taken under any applicable Law or applicable Law which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Merger or any other transactions contemplated herein; or (ii) results in a judgment or assessment of damages directly or indirectly relating to the transactions contemplated herein that has a Material Adverse Effect on TOK or Courtland; and (f) TOK and Courtland shall have obtained all governmental, regulatory, stock exchange and third party consents, approvals and authorizations (including, without limitation, the conditional approval for the listing of the Courtland Shares on the CSE, competition approvals, all securities commission and other regulatory approvals) required or necessary in connection with the transactions contemplated herein on terms and conditions reasonably satisfactory to the Amalgamating CorporationsTOK and Courtland, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the Amalgamation; (d) the CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamationeach acting reasonably. The foregoing conditions precedent shall be are for the mutual benefit of the parties hereto Courtland and TOK and may not be waived waived, in whole or in part unless part, by Courtland and TOK together, at any time. If any of the said conditions precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof (provided such non-compliance did not arise from the acts or omissions of such party), Courtland or TOK may, in addition to the other remedies it may have at law or in equity, rescind and terminate this Agreement by each of themwritten notice to the other party.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation shall be subject to the satisfaction 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) each of Xxxxxxx and Bayswater are validly existing under the laws of the Province of British Columbia and shall have the corporate power to carry on its respective business as is now being conducted by it; (b) each of Xxxxxxx and Bayswater have taken all necessary corporate action to authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of the Arrangement; (c) 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 this Agreement Final Order shall have been accepted for filing by and the Certificate of Amalgamation has been issued by the Registrar; (e) the Arrangement shall have been approved by at the shareholders of each of the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactionsSpecial Meetings; (bf) 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 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the 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) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other partyArrangement; (g) none of the latest available financial statements for Thermo and Jenex are true and correct and have been prepared in accordance with generally accepted accounting principles; andconsents, 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) there shall be no adverse material change in all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the business, affairs, financial condition or operations of either Thermo or Jenex between the date completion of the latest available respective financial statements Arrangement and the closing approval of the Amalgamation. The foregoing conditions precedent shall be for Exchange, have been obtained or received, each in a form acceptable to both Parties; (i) the mutual benefit issue of the parties hereto 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 may not non-assessable and will be waived exempt from the 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 Bayswater Shareholders; (j) the Xxxxxxx Shares to be issued to Bayswater Shareholders will be able to be freely sold or otherwise disposed of in whole or in part unless waived by the 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 reliance on an exemption from prospectus filing requirements under applicable Canadian securities legislation, subject to the requirements for the first trade of the Xxxxxxx Shares issued to Bayswater Shareholders, that: (i) 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 the trade; (iii) no extraordinary commission or consideration is paid to 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 themthe 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 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 terminated pursuant to the provisions hereof.

Mutual Conditions. The respective obligations of the parties hereto to consummate the Amalgamation Arrangement shall be subject to the satisfaction of the following conditionsconditions on or before the Effective Date: (a) the Amalgamation and this Agreement Arrangement shall have been approved by the shareholders of each of Westcoast Securityholders at the Amalgamating Corporations Westcoast Meeting in accordance with the ABCA and manner required by applicable Laws (including any conditions imposed by the Policies of the CDNX as they related to shareholder approval of qualifying transactionsInterim Order); (b) there 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 be have been set aside or modified in force any order a manner unacceptable to such parties, acting reasonably, on appeal or decree restraining or enjoining the consummation of the Amalgamationotherwise; (c) the Amalgamating Corporations Form S-3 shall have obtained 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 governmental, regulatory, stock exchange and third party consents, approvals and United States state securities or "blue sky" authorizations required or necessary in connection with to issue the transactions contemplated herein on terms and conditions reasonably satisfactory Duke Energy Common Shares to be issued pursuant to the Amalgamating Corporations, including regulatory approval of Arrangement or upon exchange for the Transfer Within Escrow, which shall occur immediately prior to the closing of the AmalgamationExchangeable 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 CDNX shall have conditionally approved the Amalgamation as Jenex's qualifying transaction and the listing consummation of the Amalco Common Shares to be issued Arrangement or reserved for issuance pursuant to the Amalgamation subject to compliance with the usual requirements of such stock exchangetransactions contemplated by this Agreement; (e) Amalco meeting the minimum Exchangeable Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing requirements on The Toronto Stock Exchange, subject to the filing of CDNX after accounting for required documentation, and the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect Duke Energy Common Shares issuable at the Effective Time pursuant to the Arrangement, upon exchange of the Amalgamation;Exchangeable Shares from time to time and upon exercise of the Replacement Options from time to time shall have been approved for listing on The New York Stock Exchange, subject to official notice of issuance; and (f) the review Appropriate Regulatory Approvals shall have been obtained and be in full force and effect and shall not be subject to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party;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 latest available financial statements for Thermo and Jenex are true and correct and 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 prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition obtained or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamation. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by each of themreceived.

Mutual Conditions. The respective obligations of PTQ and Iberian to complete the parties hereto to consummate the Amalgamation shall be Transaction are subject to the satisfaction fulfillment of the following conditionsconditions at or before the Effective Time or such other time as is specified below: (a) the Amalgamation and this Agreement TSX shall have been conditionally approved by the shareholders of each listing thereon of the Amalgamating Corporations in accordance PTQ Common Shares to be issued pursuant to the Transaction as of the Effective Date and the TSX shall have, if required, accepted notice for filing of all transactions of PTQ contemplated herein or necessary to complete the Transaction, subject only to compliance with the ABCA and the Policies usual requirements of the CDNX as they related to shareholder approval of qualifying transactionsTSX; (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 restraining decree, and there shall not have been any action taken under any Law or enjoining by any Governmental Entity or other regulatory authority that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits 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 or necessary Transaction in connection accordance with the transactions contemplated herein on terms and conditions hereof or results or could reasonably satisfactory be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamating Corporations, including regulatory approval of the Transfer Within Escrow, which shall occur immediately prior to the closing of the AmalgamationTransaction that has a Material Adverse Effect on PTQ or Iberian; (d) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the CDNX 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 conditionally approved been obtained or received on terms that are reasonably satisfactory to each of PTQ and Iberian, except where the Amalgamation as Jenex's qualifying transaction and failure to obtain such consents, waivers, permits, exemptions, orders or approvals, agreements, amendments or modifications or the listing non-expiry of such waiting periods would not, either individually or in the aggregate, have a Material Adverse Effect on Iberian or PTQ or materially impede the completion 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;Transaction; and (e) Amalco meeting the minimum listing requirements of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect of the Amalgamation; (f) the review to the sole satisfaction of Thermo and Jenex of the financial condition, business properties, title, assets and affairs of the other party; (g) the latest available financial statements for Thermo and Jenex are true and correct and this Agreement shall not have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamationterminated pursuant to Section 5.02 hereof. The foregoing conditions precedent shall be are for the mutual benefit of the parties hereto Parties and may not be waived in respect of a Party, in whole or in part unless 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 Completion Deadline or, if earlier, the date required for the satisfaction thereof, then any Party may terminate this Agreement by each written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of thema breach of this Agreement by such terminating Party.

Mutual Conditions. The respective obligations of RegTech, Graph and Subco to complete the parties hereto to consummate the Amalgamation shall be Transaction are subject to the satisfaction fulfillment of the following conditionsconditions on or before the Closing Date or such earlier date as specified herein: (a) RegTech shareholders having approved the Amalgamation Transaction and this Agreement shall have been approved all related matters, including the Consolidation and the amendment of RegTech’s constating documents to change its name to “Graph Blockchain Inc.” or such other name as may be determined by the shareholders of each of board (the Amalgamating Corporations in accordance with the ABCA and the Policies of the CDNX as they related to shareholder approval of qualifying transactions“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 shall will not be in force any Law, ruling, order or decree restraining decree, and there will not have been any action taken under any Law or enjoining by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits 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 or necessary Amalgamation in connection accordance with the transactions contemplated herein on terms and conditions hereof or results or could reasonably satisfactory be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamating CorporationsAmalgamation which has, including regulatory approval of the Transfer Within Escrowor could have, which shall occur immediately prior to the closing of the Amalgamationa Material Adverse Effect; (d) the CDNX shall have conditionally approved the Articles of Amalgamation as Jenex's qualifying transaction and the listing of the Amalco Common Shares to be issued or reserved for issuance pursuant to the Amalgamation subject to compliance filed with the usual requirements of such stock exchangeDirector in accordance with the Amalgamation, shall be in form and substance satisfactory to Graph and RegTech, acting reasonably; (e) Amalco meeting the minimum listing requirements board of CDNX after accounting for the payout of any Jenex Shareholders or Thermo Shareholders who dissent in respect directors of the AmalgamationResulting Issuer shall consist of a minimum of three and a maximum of ten directors, all of whom shall be nominated by Graph; (f) all other consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, the review failure of which to obtain or the sole satisfaction expiry of Thermo and Jenex which would or could have a Material Adverse Effect or materially impede the completion of the financial conditionTransaction, business properties, title, assets and affairs of the other party;will have been obtained or received on terms that are reasonably satisfactory to each Party hereto; and (g) the latest available financial statements for Thermo and Jenex are true and correct and this Agreement will not have been prepared in accordance with generally accepted accounting principles; and (h) there shall be no adverse material change in the business, affairs, financial condition or operations of either Thermo or Jenex between the date of the latest available respective financial statements and the closing of the Amalgamationterminated pursuant to Article 10 hereof. The foregoing conditions precedent shall be are for the mutual benefit of the parties Parties hereto and may not be waived in respect of a Party hereto, in whole or in part unless part, 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 Date or, if earlier, the date required for the performance thereof, then, subject to Article 10 hereof, any Party hereto may terminate this Agreement by each written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of thema breach of this Agreement by such rescinding Party hereto.