Common use of Conditions Precedent to Obligations of Each Party Clause in Contracts

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller and Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) No Order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation of the transactions contemplated hereby illegal; (b) The Bankruptcy Court shall have entered an Order, substantially the same in form and substance as the proposed order attached hereto as Exhibit F and reasonably acceptable to Purchaser (the "Approval Order"), and such Approval Order is not subject to a stay and has not been vacated, modified or reversed by a court of competent jurisdiction in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the parties agree that the Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the exclusion of paragraph 7 of the Approval Order shall not be taken into account in determining whether the Approval Order is acceptable to Purchaser); (c) Any waiting period (including any extension thereof) under the HSR Act applicable to the purchase and sale of the Company's equity securities hereunder shall have terminated or expired and any Required Government Approvals, including, without limitation, approval of OPUC, shall have been obtained; and (d) The Indemnification Escrow Agent shall have delivered to Purchaser and Seller a copy of the Indemnification Escrow Agreement, duly executed by the Indemnification Escrow Agent.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller and Purchaser the parties hereto to consummate and effect the transactions contemplated by this Agreement are hereunder shall be subject to the fulfillment, satisfaction or waiver by both parties on or prior to before the Closing Date, of each Effective Date of the following conditions: (a) No Order issued by any court of competent jurisdiction preventing the consummation of Arrangement and the other transactions contemplated hereby shall be have been approved and adopted by the Shareholders and holders of Options, Warrants and Share Purchase Rights, voting as a single class, in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes accordance with applicable law (including the consummation of Interim Order) and the transactions contemplated hereby illegalCorporation's articles and bylaws; (b) The Bankruptcy the Court shall have entered an Order, substantially issued each of the same Interim Order and Final Order approving the Arrangement in form and substance as reasonably satisfactory to Acquiror and the proposed order attached hereto as Exhibit F Corporation (such approvals not to be unreasonably withheld or delayed by Acquiror or the Corporation) reflecting the terms hereof and reasonably acceptable to Purchaser (the "Approval Order"), and such Approval Order is not subject to a stay and has not been vacated, modified or reversed by a court of competent jurisdiction in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the parties agree that the Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the exclusion of paragraph 7 of the Approval Order shall not be taken into account have been set aside or modified in determining whether the Approval Order is acceptable a manner unacceptable to Purchaser)either thereof, acting reasonably, on appeal or otherwise; (c) Any in respect of the aspects of the Plan of Arrangement contemplating the issuance of Exchangeable Shares and the revision of the Warrants only, the S-3 Registration Statement shall have been declared or become effective under the U.S. Securities Act on or before the Effective Date, and, such registration statement, at its effective date and on the Closing Date shall not be the subject of any SEC stop-order or SEC proceedings seeking a stop-order, and the Arrangement shall, on the Closing Date, not be subject to any similar proceedings commenced or threatened by the Securities Authorities; (d) in respect of the aspects of the Plan of Arrangement contemplating the issuance of Exchangeable Shares and the revision of the Warrants only, the Acquiror Shares to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares or exercise of the Warrants shall have been approved for listing on the American Stock Exchange; (e) all approvals or exemptions under the Investment Canada Act (Canada) in connection with the Arrangement shall have been obtained on terms and conditions reasonably satisfactory to Acquiror; (f) all Regulatory Approvals shall have been obtained on reasonably satisfactory terms and conditions and shall be in full force and effect and all applicable statutory or regulatory waiting periods shall have expired or been terminated and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory waiting period which would adversely affect Acquiror's ability to consummate the Arrangement or the transactions contemplated hereby or which is or would be materially adverse to the business of the Corporation and its Subsidiaries considered on a consolidated basis or to the value of the Shares to Acquiror; (including g) without limiting the scope of the preceding subsection, any extension thereof) applicable waiting periods under the HSR Act shall have expired or been earlier terminated, and any applicable to the purchase and sale waiting periods under any other competition, merger control or similar law, rule, regulation or policy or any approval or consent of the Company's equity securities hereunder any governmental entity in respect of competition or merger control matters having jurisdiction, shall have terminated or expired or been obtained on reasonably satisfactory terms and conditions; (h) there shall not exist any Required Government Approvals, including, without limitation, approval prohibition at law against the consummation of OPUC, shall have been obtainedthe Arrangement or the transactions contemplated hereby; and (di) The Indemnification Escrow Agent (i) the Commissioner of Competition (the "COMMISSIONER") appointed under the Competition Act shall have delivered to Purchaser and Seller a copy issued an advance ruling certificate under Section 102 of the Indemnification Escrow Agreement, duly executed Competition Act in 36 respect of the acquisition of the Shares by Acquiror under the Indemnification Escrow AgentArrangement (the "TRANSACTION"); or (ii) the applicable waiting period under Section 123 of the Competition Act shall have expired without the Commissioner having given notice that he intends to make an application to the Competition Tribunal for an order under Section 92 of the Competition Act in respect of the Transaction; and no proceedings shall have been taken or threatened under the merger provisions of Part VIII of the Competition Act in respect of the Transaction.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller and Purchaser the parties hereto to consummate and effect the transactions contemplated by this Agreement are hereunder shall be subject to the fulfillment, satisfaction or waiver by both parties on or prior to before the Closing Date, of each Effective Date of the following conditions: (a) No Order issued by any court of competent jurisdiction preventing the consummation of Arrangement and the other transactions contemplated hereby shall be have been approved and adopted by the Shareholders and Optionholders, voting as a single class, in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes accordance with applicable law (including the consummation of Interim Order) and the transactions contemplated hereby illegalCorporation's articles and bylaws; (b) The Bankruptcy the Court shall have entered an Order, substantially issued the same Interim Order and Final Order approving the Arrangement each in form and substance as reasonably satisfactory to Acquiror and the proposed order attached hereto as Exhibit F and reasonably acceptable Corporation (such approvals not to Purchaser (be unreasonably withheld or delayed by Acquiror or the "Approval Order"), Corporation) reflecting the terms hereof and such Approval Order is not subject to a stay and has not been vacated, modified or reversed by a court of competent jurisdiction in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the parties agree that the Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the exclusion of paragraph 7 of the Approval Order orders shall not be taken into account have been set aside or modified in determining whether the Approval Order is acceptable a manner unacceptable to Purchaser)either thereof, acting reasonably, on appeal or otherwise; (c) Any waiting period (including any extension thereof) under the HSR Act applicable to the purchase and sale of the Company's equity securities hereunder shall have terminated or expired and any Required Government Approvals, including, without limitation, approval of OPUC, S-3 Registration Statement shall have been obtaineddeclared or become effective under the U.S. Securities Act on or before the Effective Date, and, such registration statement, at its effective date and on the Closing Date shall not be the subject of any SEC stop-order or SEC proceedings seeking a stop-order, and the Arrangement shall, on the Closing Date, not be subject to any similar proceedings commenced or threatened by the Securities Authorities; (d) the Acquiror Shares to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares issued pursuant to the Arrangement shall have been approved for listing on the American Stock Exchange; (e) all Regulatory Approvals shall have been obtained on reasonably satisfactory terms and conditions and shall be in full force and effect and all applicable statutory or regulatory waiting periods shall have expired or been terminated and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory waiting period which would adversely affect Acquiror's ability to consummate the Arrangement or the transactions contemplated hereby or which is or would be materially adverse to the business of the Corporation and its Subsidiaries considered on a consolidated basis or to the value of the Shares to Acquiror; (f) there shall not exist any prohibition at law against the consummation of the Arrangement or the transactions contemplated hereby; and (dg) The Indemnification Escrow Agent (i) the Commissioner of Competition (the "COMMISSIONER") appointed under the Competition Act shall have delivered to Purchaser and Seller a copy issued an advance ruling certificate under Section 102 of the Indemnification Escrow AgreementCompetition Act in respect of the acquisition of the Shares by Acquiror under the Arrangement (the "TRANSACTION"); or (ii) the applicable waiting period under Section 123 of the Competition Act shall have expired or the requirements of Part IX of the Competition Act shall have been waived and the Commissioner shall have issued a written opinion, duly executed by in terms satisfactory to the Indemnification Escrow AgentAcquiror in its sole discretion, to the effect that he is satisfied that there are no grounds upon which to seek an order from the Competition Tribunal under Section 92 of the Competition Act in respect of the Transaction.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller each Party to effect the Merger and Purchaser to otherwise consummate the transactions contemplated by this Agreement to be consummated at the Closing are subject to the fulfillmentsatisfaction or, on to the extent permitted by applicable Legal Requirements, the written waiver by each of the Parties, at or prior to the Closing DateClosing, of each of the following conditions: (a) : Effectiveness of Registration Statement. The Form S-4 Registration Statement has been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 Registration Statement has been issued by the SEC and no proceedings for that purpose and no similar proceeding has been initiated or, to the Knowledge of Threshold, threatened by the SEC. No Order Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger has been issued by any court of competent jurisdiction preventing or other Governmental Body of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement which has the effect of making the consummation of the transactions contemplated hereby shall be Merger illegal. (a) Molecular has obtained the Required Molecular Stockholder Vote, (b) Threshold has obtained the Required Threshold Stockholder Vote, and (c) Molecular has received evidence, in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable form and substance satisfactory to this Agreementit, that makes Merger Sub has obtained the Required Merger Sub Stockholder Vote. Regulatory Matters. Any waiting period applicable to the consummation of the transactions contemplated hereby illegal; (b) The Bankruptcy Court shall have entered an Order, substantially the same in form and substance as the proposed order attached hereto as Exhibit F and reasonably acceptable to Purchaser (the "Approval Order"), and such Approval Order is not subject to a stay and has not been vacated, modified or reversed by a court of competent jurisdiction in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the parties agree that the Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the exclusion of paragraph 7 of the Approval Order shall not be taken into account in determining whether the Approval Order is acceptable to Purchaser); (c) Any waiting period (including any extension thereof) Merger under the HSR Act applicable has expired or been terminated, and there shall not be in effect any voluntary agreement between Threshold, Merger Sub and/or Molecular, on the one hand, and the Federal Trade Commission, the Department of Justice or any foreign Governmental Body, on the other hand, pursuant to which such Party has agreed not to consummate the purchase and sale Merger for any period of time; provided, that neither Molecular, on the Company's equity securities hereunder shall have terminated one hand, nor Threshold or expired and any Required Government ApprovalsMerger Sub, including, without limitation, approval of OPUCon the other hand, shall have been obtained; and (d) The Indemnification Escrow Agent shall have delivered to Purchaser and Seller a copy enter into any such voluntary agreement without the written consent of the Indemnification Escrow Agreement, duly executed by the Indemnification Escrow Agentall Parties.