Common use of Conditions of Merger Clause in Contracts

Conditions of Merger. 6.1 Conditions for the Benefit of the Company, Adherex and Adherex US. The respective obligations of each of the Company, Adherex and Adherex US to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, and the Merger shall have been approved by the Shareholders at the Adherex Meeting by the Shareholders in accordance with the provisions of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents and the requirements of any applicable regulatory authorities; (b) the TSX shall have approved the terms of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Shares, subject to compliance with the usual requirements of the TSX; (c) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (e) there shall not be in force any order or decree of a court of competent jurisdiction, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Merger; and (f) none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or the Company, acting reasonably.

Conditions of Merger. 6.1 Conditions for the Benefit of the Company, Adherex and Adherex US. The respective obligations of each of the Company, Adherex and Adherex US to effect the Merger shall not be subject to the satisfaction at or prior to the Effective Time of the following conditionseffected unless and until: (a) the The Holding Company Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, and the Merger shall have been approved by the Shareholders at the Adherex Meeting by the Shareholders in accordance with the provisions of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents and the requirements of any applicable regulatory authoritieshas become effective; (b) the TSX shall have approved the terms of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant SharesAll approvals, subject to compliance with the usual requirements of the TSX; (c) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly consents or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate waivers of any such person (each such officercourt, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required administrative agency or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (e) there shall not be in force any order or decree of a court of competent jurisdiction, any federal, provincial, municipal commission or other governmental department authority or any commission, board, agency or regulatory body restraining, interfering with or enjoining the instrumentality (each a “Governmental Entity”) required to permit consummation of the transactions contemplated by this AgreementPlan shall have been obtained and shall remain in full force and effect, includingand all statutory waiting periods shall have expired; provided, without limitationhowever, that none of such approvals, consents or waivers shall contain any condition or requirement that would so materially and adversely impact the economic or business benefits to Community Trust Bank of the transactions contemplated hereby that, had such condition or requirement been known, Community Trust Bank would not, in its reasonable judgment, have entered into this Plan; (c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the Merger and no Governmental Entity shall have instituted any proceeding for the purpose of enjoining or prohibiting the consummation of the Merger or any transactions contemplated by this Plan. No statute, rule or regulation shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal consummation of the Merger; and (fd) none Community Trust Bank and Eagle Bank shall have obtained the consent or approval of each person or entity (other than the consents, orders, regulations governmental approvals or approvals contemplated herein consents referred to in Section 7(b) above) whose consent or approval shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or be required to consummate the Company, acting reasonablyMerger.

Conditions of Merger. 6.1 Section 7.1 Conditions for to Obligation of each Party to Effect the Benefit of the Company, Adherex and Adherex USMerger. The respective obligations of each of the Company, Adherex and Adherex US Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions: (a) the Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, and the Merger Company Voting Proposal shall have been approved by the Shareholders at Company Stockholders in the Adherex Meeting by manner required under the Shareholders in accordance with the provisions of all applicable lawsMGCL, the Certificate rules of Incorporation, the By-Laws, the Constating Documents NYSE and the requirements Organizational Documents of any applicable regulatory authoritiesthe Company; (b) the TSX no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have approved been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the terms consummation of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Shares, subject to compliance with the usual requirements of the TSXMerger; (c) each if Parent has made a Stock Election, the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness of the persons who will be officers Registration Statement nor shall proceedings for that purpose have been threatened, and directors of Adherex following any material Blue Sky Law permits and approvals applicable to the Effective Time and each other person who will hold, directly or indirectly, more than 5% registration of the Parent Common Shares following Stock to be exchanged for Company Common Stock shall have been obtained; provided that, if this condition cannot be satisfied before the Effective Time Termination Date and each affiliate Parent has made a Stock Election, such Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger; (d) all filings required to be made prior to the Closing by any Party or any of its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of its respective Subsidiaries from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents would not cause a Company Material Adverse Effect or a Parent Material Adverse Effect and could not reasonably be expected to subject the Parties or their Affiliates or any directors, officers, agents or advisors of any of the foregoing to the risk of criminal liability; (e) if Parent has made a Stock Election, the shares of Parent Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of issuance; provided that, if this condition cannot be satisfied before the Termination Date and Parent has made a Stock Election, such person Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger; and Section 7.2 Conditions to Obligations of the Company to Effect the Merger. The obligation of the Company, CTOP and Pinecreek OP to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (each a) The representations and warranties of Parent, Merger Sub, CTOP Merger Sub and Pinecreek Merger Sub contained in this Agreement shall be true and correct (without regard to any materiality or Parent Material Adverse Effect qualifier contained therein), on and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct as of the specified date), except where the failure of such officerrepresentations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that the representations set forth in Section 4.3(Capitalization), Section 4.5(Compliance), Section 4.6(SEC Documents), Section 4.7(Absence of Certain Changes), 4.10(Taxes), 4.12(Proxy Statement; Form S-4 Registration Statement; Other Information) and 4.13 (Authorization for Parent Common Stock) need only be true and correct for purposes of satisfying the condition set forth in this Section 7.2(a) if Parent has made and not revoked a Stock Election. (b) Parent shall have performed or complied in all material respects with all obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date. (c) There shall not be instituted, pending or threatened any Action by a Governmental Entity as a result of this Agreement or any of the transactions contemplated herein which would reasonably be expected (i) to result in a claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, against a director, shareholder and affiliate thereofofficer or employee of the Company or (ii) if Parent has made a Stock Election, to have a “Restricted Party”Parent Material Adverse Effect (assuming for purposes of this Section 7.2(c) that the Merger shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”have occurred); (d) The Company shall have received a certificate executed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent to the effect set forth in clauses (a) and (b) of this Section 7.2. (e) if Parent has made a Stock Election, the Company shall have received an opinion of counsel, based upon customary representations including those contained in this Agreement or in certificates of officers of the Parties and others, dated as of the Closing Date, to the effect that, commencing with its inception Parent was organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and its method of operation has enabled it to meet, and Parent has met, through the Closing Date, the requirements for qualification and taxation as a REIT under the Code and Parent's proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; provided that, if this condition cannot be satisfied before the Termination Date and Parent has made a Stock Election, such Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger. Section 7.3 Conditions to Obligations of Parent, Merger Sub, CTOP Merger Sub and Pinecreek Merger Sub to Effect the Merger. The obligations of Parent, Merger Sub, CTOP Merger Sub and Pinecreek Merger Sub to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) The representations and warranties of the Company, CTOP and Pinecreek OP contained in (i) Section 3.2(Authorization; Validity and Effect of Agreement); Section 3.3(Capitalization), Section 3.12(f) (Severance), Section 3.17(Opinion of Financial Advisor), Section 3.18(Brokers), Section 3.19(Vote Required), Section 3.21(Takeover Provisions Inapplicable) and Section 3.22(Affiliate Transactions) of this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date) and (ii) in all other consentssections of Article III of this Agreement shall be true and correct (without regard to any materiality or Company Material Adverse Effect qualifier contained therein), orderson and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, regulations which shall be true and approvalscorrect as of the specified date), including regulatory except where the failure of such representations and judicial approvals warranties to be true and orders correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company shall have performed or complied in all material respects with all obligations required by this Agreement to be performed or necessary complied with by them at or desirable for prior to the completion Closing Date. (c) Parent shall have received a certificate executed on behalf of the Company by the Chief Executive Officer or Chief Financial Officer of the Company to the effect set forth in clauses (a) and (b) of this Section 7.3. (d) There shall not be instituted, pending or threatened any Action by a Governmental Entity as a result of this Agreement or any of the transactions provided contemplated herein which would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (assuming for in purposes of this Agreement and Section 7.3(d) that the Merger shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances;occurred). (e) there Parent shall not be have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in force any order the form attached as Exhibit A (based upon customary representations including those contained in this Agreement or decree in certificates of a court of competent jurisdiction, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation officers of the transactions contemplated by this AgreementParties and others), including, without limitation, the Merger; and (f) none dated as of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or the Company, acting reasonablyClosing Date.

Conditions of Merger. 6.1 Section 6.1. Conditions for to Obligations of Each Party to Effect the Benefit of the Company, Adherex and Adherex USMerger. The respective obligations of each of the Company, Adherex and Adherex US party to effect the Merger shall be subject to the satisfaction at on or prior to the Effective Time Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing by the joint action of the parties hereto: (a) the Merger and this Agreement, with or without amendment, This Agreement shall have been approved and adopted by the Stockholders in accordance with requisite vote of the provisions holders of Delaware Law, and the outstanding shares of Company Common Stock. The Merger shall have been approved by the Shareholders at requisite vote of the Adherex Meeting by holders of the Shareholders in accordance with the provisions outstanding shares of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents and the requirements of any applicable regulatory authorities;Parent Common Stock. (b) the TSX shall have approved the terms of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant SharesNo statute, subject to compliance with the usual requirements of the TSX; rule, regulation, executive order, decree, ruling, injunction or other order (cwhether temporary, preliminary or permanent) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained enacted, entered, promulgated or received from the persons, authorities enforced by any court or bodies having jurisdiction in the circumstances; (e) there shall not be in force any order or decree of a court governmental authority of competent jurisdictionjurisdiction prohibiting, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Merger; andprovided, however, that each of the parties shall have used all reasonable efforts to cause any such statute, rule, regulation, executive order, decree, ruling, injunction or order to be lifted or vacated or to appeal such ruling, injunction or order as promptly as possible. (c) All applicable waiting periods under the HSR Act shall have terminated or expired. (d) The Form S-4 and any required post-effective amendment thereto shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and all necessary approvals and permits under material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained. (e) The shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance. (f) none of the All consents, authorizations, orders, regulations permits and approvals of (or approvals registrations, declarations or filings with) any Governmental Authority in connection with the execution, delivery and performance of this Agreement shall have been obtained or made and shall have become Final Orders, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except when the failure to have obtained or made any such consent, authorization, order, permit, approval, registration, declaration or filing would not have a Parent Material Adverse Effect or, following the Effective Time, a Surviving Corporation Material Adverse Effect. A "Final Order" means action by the relevant regulatory authority which has not ----------- been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which any waiting period prescribed by law before the transactions contemplated herein shall contain terms hereby may be consummated has expired, and as to which all conditions to the consummation of such transactions, prescribed by law, regulation or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or the Company, acting reasonablyorder have been satisfied.

Conditions of Merger. 6.1 Section 7.1 Conditions for to Obligation of each Party to Effect the Benefit of the Company, Adherex and Adherex USMerger. The respective obligations of each of the Company, Adherex and Adherex US Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions: (a) the Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, Agreement and the Merger shall have been approved by the Shareholders at stockholders of the Adherex Meeting by Company in the Shareholders in accordance with manner required under the provisions of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents DGCL and the requirements certificate of any applicable regulatory authoritiesincorporation of the Company; (b) the TSX shall have approved the terms of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Shares, subject to compliance with the usual requirements of the TSX; (c) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained or received from approved by the persons, authorities or bodies having jurisdiction stockholders of HCPI in the circumstancesmanner required under the MGCL and the charter of HCPI. (c) no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (d) the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness of the Registration Statement nor shall proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the registration of the HCPI Common Stock to be exchanged for Company Stock shall have been obtained; (e) there shall not all filings required to be in force made prior to the Closing by any order Party or decree any of a court its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of competent jurisdictionits respective Subsidiaries from, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering Governmental Entity in connection with or enjoining the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained, except where the failure to obtain such consents would not cause a Company Material Adverse Effect or a HCPI Material Adverse Effect and could not reasonably be expected to subject the Parties or their Affiliates or any directors, trustees, officers, agents or advisors of any of the foregoing to the risk of criminal liability; (f) all consents or approvals of all Persons (other than Governmental Entities) required for, in connection with, or as a result of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, except for those the failure of which to obtain would not cause a Company Material Adverse Effect or a HCPI Material Adverse Effect; and (g) the shares of HCPI Common Stock issuable to the holders of Company Stock pursuant to this Agreement shall have been approved for listing on the NYSE upon official notice of issuance. Section 7.2 Conditions to Obligations of the Company to Effect the Merger. The obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Each representation and warranty of HCPI contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each representation and warranty of HCPI that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made as of the Effective Time, in each case, except (i) as contemplated or permitted by this AgreementAgreement and (ii) to the extent that any such representation or warranty shall have been expressly made as of an earlier date, includingin which case such representation and warranty shall have been true and correct, without limitationor true and correct in all material respects, as the Mergercase may be, as of such earlier date; (b) HCPI shall have performed or complied in all material respects with all obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) The Company shall have received a certificate executed on behalf of HCPI by the Chief Executive Officer or Chief Financial Officer of HCPI to the effect set forth in clauses (a) and (b) of this Section 7.2; (d) The Company shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of such time, for federal income tax purposes, (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and (ii) Company and HCPI will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ may receive and rely upon representations including those contained in this Agreement or in certificates of officers of the Parties and others; (e) The Company shall have received the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in the form attached as Exhibit C hereto (based upon customary representations including those contained in this Agreement or in certificates of officers of the Parties and others), dated the Closing Date, to the effect that, (i) commencing with its taxable year ended December 31, 1985, HCPI was organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and (ii) its method of operation has enabled it and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and (f) none ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP shall have delivered to the Company the letter described in clause (a) of Section 6.14 at the time provided in clause (a) of Section 6.14. Section 7.3 Conditions to Obligations of HCPI to Effect the Merger. The obligations of HCPI to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the consentsfollowing additional conditions: (a) Each representation and warranty of the Company contained in this Agreement that is qualified by materiality shall be true and correct at and as of the Effective Time as if made at and as of the Effective Time and each representation and warranty of the Company that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made as of the Effective Time, ordersin each case, regulations except (i) as contemplated or approvals contemplated herein permitted by this Agreement and (ii) to the extent that any such representation or warranty shall contain terms have been expressly made as of an earlier date, in which case such representation and warranty shall have been true and correct, or conditions true and correct in all material respects, as the case may be, as of such earlier date; (b) The Company shall have performed or require undertakings complied in all material respects with all obligations required by this Agreement to be performed or security deemed unsatisfactory complied with by it at or unacceptable prior to the Closing Date; (c) HCPI shall have received a certificate executed on behalf of the Company by either the Chief Executive Officer or Chief Financial Officer of Adherex the Company to the effect set forth in clauses (a) and (b) of this Section 7.3; (d) HCPI shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, dated as of the Closing Date, in form and substance reasonably satisfactory to HCPI, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing as of such time, for federal income tax purposes, (i) the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and (ii) Company and HCPI will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ may receive and rely upon representations including those contained in this Agreement or in certificates of officers of the CompanyParties or others; (e) HCPI shall have received the opinion of ▇▇▇▇▇, acting reasonably.▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in the forms attached hereto as Exhibit D and Exhibit E, respectively (based upon customary representations including those contained in this Agreement or in certificates of officers of the Parties and others), dated the Closing Date, that, taken together, are to the effect that, commencing with its taxable year ended December 31, 1987, the Company was organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and its method of operation has enabled it to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code; (f) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP shall have delivered to HCPI the letters described in clause (a) of Section 6.13, at the time provided in clause (a) of Section 6.13

Conditions of Merger. 6.1 Section 7.1 Conditions for to Obligation of each Party to Effect the Benefit of the Company, Adherex and Adherex USMerger. The respective obligations of each of the Company, Adherex and Adherex US Party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time Closing Date of the following conditions: (a) the Merger and this Agreement, with or without amendment, shall have been approved and adopted by the Stockholders in accordance with the provisions of Delaware Law, and the Merger Company Voting Proposal shall have been approved by the Shareholders at Company Stockholders in the Adherex Meeting by manner required under the Shareholders in accordance with the provisions of all applicable lawsMGCL, the Certificate rules of Incorporation, the By-Laws, the Constating Documents NYSE and the requirements Organizational Documents of any applicable regulatory authoritiesthe Company; (b) the TSX no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have approved been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the terms consummation of the Merger and Merger; provided, however, that the Parties shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Sharesuse their reasonable best efforts to cause any such decree, subject ruling, injunction or other order to compliance with the usual requirements of the TSXbe vacated or lifted; (c) each there shall not be instituted or pending any Action by a Governmental Entity as a result of this Agreement or any of the persons who will transactions contemplated herein which would reasonably be officers and directors expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (assuming for purposes of Adherex following this Section 7.1(c) that the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) Merger shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”have occurred); (d) all other consents, orders, regulations the Registration Statement shall have become effective under the Securities Act and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for shall not be the completion subject of any stop order suspending the effectiveness of the transactions provided Registration Statement nor shall proceedings for in this Agreement that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the Merger registration of the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstancesobtained; (e) there shall not all filings required to be in force made prior to the Closing by any order Party or decree any of a court its respective Subsidiaries with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or any of competent jurisdictionits respective Subsidiaries from, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering Governmental Entity in connection with or enjoining the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreementhereby shall have been made or obtained, includingexcept where the failure to obtain such consents would not cause a Company Material Adverse Effect or a Parent Material Adverse Effect and could not reasonably be expected to subject the Parties or their Affiliates or any directors, without limitationofficers, agents or advisors of any of the Mergerforegoing to the risk of criminal liability; and (f) none the shares of Parent Common Stock issuable to the consents, orders, regulations or approvals contemplated herein holders of Company Shares pursuant to this Agreement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either have been approved for listing on the NYSE upon official notice of Adherex or the Company, acting reasonablyissuance.

Conditions of Merger. 6.1 Conditions for the Benefit The obligations of the Companyparties to this Agreement to consummate the Merger and the transactions contemplated by this Agreement shall be subject to fulfillment or waiver by the parties hereto, Adherex and Adherex US. The respective obligations on or prior to the Effective Time, of each of the Company, Adherex and Adherex US following conditions: Section 2.1 Conditions to Each Party's Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time Date of the following conditions: (a) the Merger and this Agreement, with or without amendment, This Agreement shall have been approved and adopted by the Stockholders in accordance with affirmative vote of the provisions holders of Delaware Law, a majority of the outstanding PMI Common Stock and the issuance of IDDS Common Stock pursuant to the Merger and the other terms of this Agreement shall have been approved by the Shareholders at affirmative vote of the Adherex Meeting by holders of a majority of the Shareholders in accordance with the provisions of all applicable laws, the Certificate of Incorporation, the By-Laws, the Constating Documents and the requirements of any applicable regulatory authorities;IDDS Common Stock. (b) Other than the TSX filing provided for by Section 1.1, all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations or terminations of waiting periods imposed by, any public body or authority, including courts of competent jurisdiction, domestic or foreign ("Governmental Entity"), and all required third party consents, of the failure to obtain which would have a material adverse effect on IDDS, shall have approved been filed, occurred or been obtained. IDDS shall have received all state securities or "Blue Sky" permits and other authorizations necessary to issue the IDDS Common Stock pursuant to the Merger and the other terms of this Agreement. (c) No statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority which prohibits the consummation of the Merger and shall have conditionally approved the listing thereon of each of the Merger Shares and the Warrant Shares, subject to compliance with the usual requirements of the TSX; (c) each of the persons who will be officers and directors of Adherex following the Effective Time and each other person who will hold, directly or indirectly, more than 5% of the Common Shares following the Effective Time and each affiliate of any such person (each such officer, director, shareholder and affiliate thereof, a “Restricted Party”) shall enter into an agreement with Adherex substantially in the form attached at Exhibit “G” hereto (each, a “Lock-up Agreement”); (d) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Merger shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances; (e) there shall not be in force any order or decree of a court of competent jurisdiction, any federal, provincial, municipal or other governmental department or any commission, board, agency or regulatory body restraining, interfering with or enjoining the consummation of the transactions contemplated by this Agreement, including, without limitation, the Merger; and (f) none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of Adherex or the Company, acting reasonablyeffect.