Common use of CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER Clause in Contracts

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1. Conditions Precedent to Each Party's Obligation to Effect the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions precedent: (a) this Agreement shall have been approved and adopted by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meeting. (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired; (e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following the Effective Time. (f) the parties hereto shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will constitute a "reorganization" under Section 368(a) of the Code; (g) the shares of CP&L Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance; and (h) NCNG and CP&L shall have received a letter from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & Touche, LLP, dated the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that the Merger will qualify as a "pooling of interests" transaction under GAAP.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.18.1. Conditions Precedent to Each Party's Obligation to Effect the MergerObligations of Parent and ------------------------------------------------- Merger Subsidiary. ----------------- The respective obligation obligations of each party Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) The representations and warranties of Home Account contained in this Agreement (other than any representations and warranties made as of a specific date) shall be true and correct as of the Closing Date in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects), except as otherwise contemplated or permitted by this Agreement, and Parent shall have been approved received a certificate to that effect dated the Closing Date and adopted executed on behalf of Home Account by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meetingchief executive officer. (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation Each of the Merger; providedcovenants, however, that agreements and obligations of Home Account to be performed at or before the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect; (d) any waiting period applicable Effective Time pursuant to the Merger under the HSR Act shall have terminated or expired; (e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance terms of this Agreement shall have been obtained duly performed in all material respects at or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following before the Effective Time, and at the Closing, Home Account shall have delivered to Parent a certificate to that effect. (fc) the parties hereto Parent shall have received the opinion opinions of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will constitute a "reorganization" under Section 368(a) of the Code; (g) the shares of CP&L Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance; and (h) NCNG and CP&L shall have received a letter from each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP & ▇▇▇▇▇▇, counsel to Home Account, and Deloitte & Touche▇▇▇▇ ▇▇▇▇▇, LLPEsq., General Counsel of Home Account, dated the Effective Time, Closing Date and addressed to Parent in the forms attached hereto as Exhibit 8.1(c)(i) and Exhibit 8.1(c)(ii), respectively. (d) The stockholders of Home Account listed on Exhibit 4.28 hereto, acting by non-unanimous written consent, shall have adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, as and to the extent required by, and in accordance with, the DGCL or other applicable Law, and by the provisions of any governing instruments. (e) Prior to the execution of this Agreement, Parent shall have received in writing from Home Account an undertaking by each Person, if any, that Home Account, after discussions with counsel for Home Account, believes may be an "Affiliate" of Home Account, within the meaning of Rule 145 of the SEC pursuant to the Securities Act ("Affiliates"), in form satisfactory to Parent that no shares of Parent Common Stock received or to be received by such Affiliate pursuant to the Merger will be sold or disposed of except pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of paragraph (d) of Rule 145 under the Securities Act or another exemption from registration under the Securities Act. (f) Home Account shall have received final invoices for all services rendered, current as of the Closing Date, from all Persons who shall have provided services in connection with this Agreement or the transactions contemplated hereby, including, without limitation, U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇, the Merger Consideration Escrow Agent, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇ LLP, Deloitte & Touche LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, which invoices shall be paid in accordance with Section 7.4. (g) Vault Holdings, LLC shall not have been liquidated or otherwise terminated and the winding up of Vault Holdings, LLC shall not have been completed. (h) Each outstanding warrant to purchase shares of Home Account capital stock, whether vested or unvested, shall have been canceled and retired and shall have ceased to exist. (i) Notwithstanding anything in this Agreement to the contrary, none of the holders of the Home Account Preferred Stock and not more than 5% of the holders of Home Account Shares in the aggregate shall have demanded appraisal for their Home Account Shares in accordance with the DGCL. (j) Parent shall have received evidence, in form and substance reasonably satisfactory to NCNG it, that such licenses, Permits, consents, approvals, authorizations, qualifications and CP&Lorders of Governmental Authorities and other third parties as are reasonably necessary in connection with the transactions contemplated hereby have been obtained. (k) There shall not be pending or threatened by any Governmental Authority any suit, stating that action or proceeding (or by any other Person any pending suit, action or proceeding which has a reasonable likelihood of success) (i) challenging or seeking to restrain or prohibit the consummation of the Merger will qualify or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or Merger Subsidiary any damages that are material in relation to Parent and Merger Subsidiary taken as a whole, (ii) seeking to prohibit or limit the ownership or operation by the Surviving Corporation or any of its Subsidiaries of any material portion of the business or assets of Home Account, Parent or any of their respective Subsidiaries, to dispose of or hold separate any material portion of the business or assets of Home Account, Parent or any of their respective Subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement or (iii) seeking to prohibit the Surviving Corporation or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Home Account or its respective Subsidiaries. (l) Since January 1, 2000, Home Account (i) shall have conducted its business only in the ordinary course and in accordance with Section 6.1 and shall have maintained and preserved its organization, goodwill and properties, and (ii) shall not have made any material change to Home Account Financial Statements, except as required by the operation of the business in the ordinary course or to conform to GAAP, or prepaid any indebtedness, changed depreciation or amortization methods, delayed incurring budgeted expenses or deviated from usual and customary terms with suppliers, lessors, customers or buyers, except for delays in paying accounts payable and increases in accounts payable resulting from operation of the business after December 29, 2000. (m) Home Account shall have caused each of the holders of Home Account Preferred Stock listed in Section 1.52 of the Home Account Disclosure Schedule to agree to the transfer restrictions set forth in the Registration Rights Agreement with respect to the shares of Parent Common Stock to be received by such stockholders in the Merger. (n) Each of the holders of Home Account Shares who are to receive Parent Common Stock in the Merger shall have executed and delivered to Parent the Registration Rights Agreement, substantially in the form attached hereto as Exhibit 8.1(n) (the "pooling Registration Rights Agreement"). (o) Home Account or Home Network, as applicable, shall have terminated and have been released from all obligations under and with respect to, each of interests" transaction under GAAPthe Contracts listed on Exhibit 4.31. (p) Home Account and the holders of Home Account Preferred Stock immediately prior to the Effective Time shall have executed and delivered to Parent the Fees and Termination Letter Agreement. (q) Each of the holders of Home Account Notes, U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Home Account shall have executed and delivered to Parent the Note and Fee Exchange Agreement prior to the execution date of this Agreement, and such Note and Fee Exchange Agreement shall be in full force and effect as of the Effective Time. (r) Subject to Section 7.4, the holders of Home Account Preferred Stock immediately prior to the Effective Time shall have paid all of the fees and expenses of Home Account, Home Network and the Home Account Stockholders incurred in connection with the Agreement, the Merger or the transactions contemplated hereby or thereby. (s) Each of the parties thereto (other than Parent) shall have executed and delivered to Parent the Indemnity Escrow Agreement prior to the execution date of this Agreement, and such Escrow Agreement shall be in full force and effect as of the Effective Time. (t) Each of the parties thereto (other than Parent) shall have executed and delivered to Parent the Merger Consideration Escrow Agreement prior to the execution date of this Agreement, and such Merger Consideration Escrow Agreement shall be in full force and effect as of the Effective Time. (u) As of the Closing Date, neither Home Account nor Home Network shall (i) owe any back wages, (ii) have any indebtedness for money borrowed or (iii) guarantee any such indebtedness of another Person, other than indebtedness set forth in Exhibits C and D of the Note and Fee Exchange Agreement. (v) Each holder of a Home Account Note shall have executed and delivered to Parent a payoff letter, substantially in the form attached hereto as Exhibit 8.1(v). (w) There shall have been no events, changes or effects with respect to Home Account or Home Network having or which could reasonably be expected to have a Material Adverse Effect on Home Account or Home Network. (x) All proceedings, corporate or other, to be taken by Home Account in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Parent and Parent's counsel, and Home Account shall have made available to Parent for examination the originals or true and correct copies of all documents that Parent may reasonably request in connection with the transactions contemplated by this Agreement.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.18.1. Conditions Precedent to Each Party's Obligation to Effect the MergerObligations of Parent and Merger Subsidiary. The respective obligation obligations of each party Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) The representations and warranties of GPSI contained in this Agreement (other than any representations and warranties made as of a specific date) shall be true and correct as of the Merger Closing Date in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects), except as otherwise contemplated or permitted by this Agreement, and Parent shall have been approved received a certificate to that effect dated the Merger Closing Date and adopted executed on behalf of GPSI by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meetingchief executive officer. (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation Each of the Merger; providedcovenants, however, that agreements and obligations of GPSI to be performed at or before the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect; (d) any waiting period applicable Effective Time pursuant to the Merger under the HSR Act shall have terminated or expired; (e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance terms of this Agreement shall have been obtained duly performed in all material respects at or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following before the Effective Time, and at the Merger Closing, GPSI shall have delivered to Parent a certificate to that effect. (fc) the parties hereto Parent shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (▇, counsel to GPSI, dated the date Merger Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent and Parent's counsel. (d) The GPSI Signing Stockholders, acting by non-unanimous written consent, shall have adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, as and to the extent required by, and in accordance with, the DGCL or other applicable Law, and by the provisions of any governing instruments. (e) There shall not be pending or threatened by any Governmental Authority any suit, action or proceeding (or by any other Person any pending suit, action or proceeding which has a reasonable likelihood of success) (i) challenging or seeking to restrain or prohibit the consummation of the Effective Time Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or Merger Subsidiary any damages that are material in relation to Parent and based on customary assumptions and certificatesMerger Subsidiary taken as a whole, (ii) seeking to prohibit or limit the effect thatownership or operation by the Surviving Corporation or any of its Subsidiaries of any material portion of the Business or assets of GPSI, for United States federal income tax purposesParent or any of their respective Subsidiaries, to dispose of or hold separate any material portion of the Business or assets of GPSI, Parent or any of their respective Subsidiaries, as a result of the Merger will constitute a "reorganization" under Section 368(a) or any of the Code;other transactions contemplated by this Agreement or (iii) seeking to prohibit the Surviving Corporation or any of its Subsidiaries from effectively controlling in any material respect the Business or operations of GPSI or its respective Subsidiaries. (f) There shall have been no events, changes or effects with respect to GPSI having or which could reasonably be expected to have a Material Adverse Effect on GPSI and the GPSI Subsidiaries. (g) the shares of CP&L Common Stock required All proceedings, corporate or other, to be issued hereunder taken by GPSI and the GPSI Subsidiaries in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Parent and Parent's counsel, and GPSI and the GPSI Subsidiaries shall have been approved made available to Parent for listing on examination the NYSE, subject to official notice originals or true and correct copies of issuance; andall documents that Parent may reasonably request in connection with the transactions contemplated by this Agreement. (h) NCNG and CP&L Parent shall have received from its financial advisor, Corporate Capital Consultants, Inc., a letter written opinion stating that the acquisition of GPSI by Parent in exchange for the Merger Consideration to be paid by Parent to the GPSI Stockholders is fair, from each a financial point of ▇▇view, to Parent and the stockholders of Parent, other than ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & Touche, LLP, dated his Affiliates. (i) GPSI and the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that GPSI Subsidiaries shall have completed the Merger will qualify as a "pooling of interests" transaction under GAAPRestructuring.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.18.1. Conditions Precedent to Each Party's Obligation to Effect the MergerObligations of Parent and Merger Subsidiary. The respective obligation obligations of each party Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) The representations and warranties of Landmark contained in this Agreement (other than any representations and warranties made as of a specific date) shall be true and correct as of the Merger Closing Date in all material respects (except to the extent any representation or warranty is already qualified by materiality, in which case it shall be true and correct in all respects), except as otherwise contemplated or permitted by this Agreement, and Parent shall have been approved received a certificate to that effect dated the Merger Closing Date and adopted executed on behalf of Landmark by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meetingchief executive officer. (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation Each of the Merger; providedcovenants, however, that agreements and obligations of Landmark to be performed at or before the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect; (d) any waiting period applicable Effective Time pursuant to the Merger under the HSR Act shall have terminated or expired; (e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance terms of this Agreement shall have been obtained duly performed in all material respects at or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following before the Effective Time, and at the Merger Closing, Landmark shall have delivered to Parent a certificate to that effect. (fc) the parties hereto Parent shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (▇, counsel to Landmark, dated the date Merger Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent and Parent's counsel. (d) The Landmark Signing Stockholders, acting by non-unanimous written consent, shall have adopted and approved this Agreement and the transactions contemplated hereby, including the Merger, as and to the extent required by, and in accordance with, the DGCL or other applicable Law, and by the provisions of any governing instruments. (e) There shall not be pending or threatened by any Governmental Authority any suit, action or proceeding (or by any other Person any pending suit, action or proceeding which has a reasonable likelihood of success) (i) challenging or seeking to restrain or prohibit the consummation of the Effective Time Merger or any of the other transactions contemplated by this Agreement or seeking to obtain from Parent or Merger Subsidiary any damages that are material in relation to Parent and based on customary assumptions and certificatesMerger Subsidiary taken as a whole, (ii) seeking to prohibit or limit the effect thatownership or operation by the Surviving Corporation or any of its Subsidiaries of any material portion of the Business or assets of Landmark, for United States federal income tax purposesParent or any of their respective Subsidiaries, to dispose of or hold separate any material portion of the Business or assets of Landmark, Parent or any of their respective Subsidiaries, as a result of the Merger will constitute a "reorganization" under Section 368(a) or any of the Code;other transactions contemplated by this Agreement or (iii) seeking to prohibit the Surviving Corporation or any of its Subsidiaries from effectively controlling in any material respect the Business or operations of Landmark or its respective Subsidiaries. (f) There shall have been no events, changes or effects with respect to Landmark having or which could reasonably be expected to have a Material Adverse Effect on Landmark. (g) the shares of CP&L Common Stock required All proceedings, corporate or other, to be issued hereunder taken by Landmark in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to Parent and Parent's counsel, and Landmark shall have been approved made available to Parent for listing on examination the NYSE, subject to official notice originals or true and correct copies of issuance; andall documents that Parent may reasonably request in connection with the transactions contemplated by this Agreement. (h) NCNG and CP&L Parent shall have received a letter from each of its financial advisor, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & ToucheCompany LLC, LLP, dated the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, a written opinion stating that the acquisition of Landmark by Parent in exchange for the Merger will qualify as Consideration to be paid by Parent to the Landmark Stockholders is fair, from a "pooling financial point of interests" transaction under GAAPview, to Parent and the stockholders of Parent, other than ▇▇▇▇ and his Affiliates. (i) Landmark shall have at least $200,000 of cash and cash items.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1. Conditions Precedent to Each Party's Obligation to Effect the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions precedent: (a) the transactions contemplated in this Agreement and the Plan of Merger shall have been approved and adopted by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to Company by the requisite vote at in accordance with the Special Meeting.VSCA; (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (ci) the Registration Statement shall have become effective in accordance with the provisions all applicable requirements of the Securities Act, and no stop order suspending such effectiveness Exchange Act shall have been issued satisfied, (ii) all notices, reports and remain in effect; (d) any waiting period applicable other filings required to be made prior to the Merger under Effective Time by Parent or the HSR Act shall have terminated Company or expired; (e) any of their respective Subsidiaries with, and all consents, authorizationsregistrations, ordersapprovals, permits and approvals for (authorizations required to be obtained prior to the Effective Time by Parent or registrationsthe Company or any of their respective Subsidiaries from, declarations or filings with) any Governmental Authority required in connection with the execution, execution and delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the parties hereto shall have been made or obtained or made(as the case may be) and become final, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where those that the failure to have obtained make or made any such consent, authorization, order, approval, filing or registration would to obtain are not reasonably likely to (y) have a Material Adverse Effect on CP&L Parent or NCNG following the Effective Time. Company, as applicable, or (fz) provide a reasonable basis to conclude that the parties hereto or any of their Affiliates or respective directors, officers, agents, advisors or other representatives would be subject to the risk of criminal or material financial liability and (iii) any applicable filings under state securities, "Blue Sky" or takeover laws shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will constitute a "reorganization" under Section 368(a) of the Codebeen made; (gd) each of the shares of CP&L Common Stock required to be issued hereunder Consulting Agreements shall have been approved for listing on the NYSE, subject to official notice of issuanceremain in full force and effect; and (he) NCNG the receipt of all necessary and CP&L shall have received a letter from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP material governmental, regulatory, shareholder and Deloitte & Touchethird party lender, LLPcustomer or other clearances, dated the Effective Timeconsents, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that the Merger will qualify as a "pooling of interests" transaction under GAAPlicenses or approvals.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1. Conditions Precedent to Each Party's Obligation to Effect the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions precedent: (a) this Agreement shall have been approved and adopted by the affirmative vote of the shareholders of NCNG holding a majority of the shares of outstanding NCNG Common Stock entitled to vote at the Special Meeting. (b) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or Governmental Authority which prohibits the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversed; (c) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired; (e) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following the Effective Time. (f) the parties hereto shall have received the opinion of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will constitute a "reorganization" under Section 368(a) of the Code;; and (g) the shares of CP&L Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance; and (h) NCNG and CP&L shall have received a letter from each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Deloitte & Touche, LLP, dated the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that the Merger will qualify as a "pooling of interests" transaction under GAAP.. 38

CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER. Section 7.1. 7.1 Conditions Precedent to Each Party's Obligation to Effect the MergerObligations of USO. The respective obligation obligations ------------------------------------------ of each party USO to consummate the Merger is are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions precedent: (a) this Agreement shall have been approved the representations and adopted by the affirmative vote warranties of the shareholders of NCNG holding a majority Company and the Stockholders contained in Articles III and IV shall be true and correct in all material respects when made and at and as of the shares Effective Time with the same force and effect as if those representations and warranties had been made at and as of outstanding NCNG Common Stock entitled such time (with such exceptions, if any, necessary to vote at the Special Meeting.give effect to events or transactions expressly permitted herein); (b) no orderthe Company shall, decree in all material respects, have performed all obligations and complied with all covenants necessary to be performed or injunction shall have been enacted, entered, promulgated complied with by it on or enforced by any court of competent jurisdiction or Governmental Authority which prohibits before the consummation of the Merger; provided, however, that the parties hereto shall use their best efforts to have any such order, decree or injunction vacated or reversedEffective Time; (c) the Registration Statement Company shall have become effective in accordance with the provisions of the Securities Act, obtained all required Governmental Approvals and no stop order suspending such effectiveness shall have been issued and remain in effectRequired Consents; (d) any waiting period applicable to the Merger under the HSR Act USO shall have terminated or expired;received the Company's Closing Certificate, in the form of Exhibit 1.13 attached hereto; ------------ (e) all consentsproceedings, authorizationscorporate or other, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required to be taken by the Company in connection with the executiontransactions contemplated by this Agreement, delivery and performance of this Agreement all documents incident thereto, shall be reasonably satisfactory in form and substance to USO and USO's counsel, and the Company and the Stockholders shall have been obtained made available to USO for examination the originals or made, except for filings true and correct copies of all documents that USO may reasonably request in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on CP&L or NCNG following the Effective Time.transactions contemplated by this Agreement; (f) the parties hereto USO shall have received the received, in form and substance satisfactory to USO, an opinion of Hunton & ▇▇▇▇▇▇▇▇ (dated the date of the Effective Time and based on customary assumptions and certificates) to the effect that, for United States federal income tax purposes, the Merger will should constitute a "reorganization" under as defined in Section 368(a368(a)(1)(A) of the Code, and no taxable gain should be recognized by USO or the Company upon consummation of the Merger; (g) the shares of CP&L Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject to official notice of issuance; and (h) NCNG and CP&L USO shall have received a letter from each of the Employment and Non-Competition Agreement and an IRS Form W-9 executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ LLP and Deloitte & Touche, LLP, dated ; and (h) each of the Effective Time, addressed to and in form and substance reasonably satisfactory to NCNG and CP&L, stating that Stockholders shall have delivered the Merger will qualify as a "pooling of interests" transaction under GAAPEscrow Agreement executed by the Escrow Agent.