Common use of Conditions to Consummation of the Transaction Clause in Contracts

Conditions to Consummation of the Transaction. 6.1 MUTUAL CONDITIONS TO OBLIGATIONS OF THE COMPANY AND KNOX GAS. The obligations of the Company and Kno▇ ▇▇s to consummate the Transactions shall be subject to the ful▇▇▇▇ment, or written waiver by each of the Company and Knox Gas, at or prior to the Closing, of each of the following cond▇▇▇▇ns: (a) Trident Growth Fund, L.P. ("Trident") shall receive (i) an aggregate of approximately 375,000 shares of common stock, $.001 per share ("Common Stock"), of the Company in full satisfaction and release of all amounts, liabilities and obligations due and owing by Parent to Trident under that certain First Amended Loan Agreement between the Company and Trident, the First Amended Security Agreement between the Company and Trident and the 6% Secured Convertible Promissory Note in the principal amount of $600,000, all dated July 29, 2003 (collectively, the "Trident 2003 Loan Documents"), and (ii) $1,500,000 cash, payable in good funds, in full satisfaction and release of all amounts, liabilities and obligations due and owing by the Company to Trident under that certain Loan Agreement between the Company and Trident, the Security Agreement between the Company and Trident and the 12% Secured Convertible Promissory Note in the principal amount of $1,500,000, all dated April 5, 2002 (the "Trident 2002 Loan Documents," and together with the Trident 2003 Loan Documents, the "Trident Loan Documents"). In connection with the foregoing, Trident shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the Trident Loan Documents, (ii) a release of the Company from any and all obligations under the Trident Loan Documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company; (b) Michael P. Marcus ("Marcus") shall convert the full $1,550,000 prin▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ und▇▇ ▇▇▇ 12% convertible promissory notes issued by the Company to Marcus, dated October 18 and 30, 2002, and all accrued interest due thereunder, into shares of Common Stock. In connection with the foregoing, Marcus shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the underlying loan documents, (ii) a release of the Company from any and all obligations under the underlying loan documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company; (c) The holders of all of the Company's outstanding shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock") shall enter into an agreement with the Company, pursuant to which, on or prior to Closing, they will convert their shares of Series C Preferred Stock, and waive certain registration rights and other rights of such holders under such agreements; (d) The Company, CSOR Acquisition Corp. and NSNV, Inc. ("North Sea") shall enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on or prior to Closing, North Sea shall merge with and into CSOR Acquisition Corp., with the separate corporate existence of North Sea ceasing and CSOR Acquisition Corp. continuing as the surviving corporation (the "Merger"); (e) The Company shall purchase from RAM Trading Limited all of the shares of Series B Convertible Preferred Stock currently owned by Lancer Offshore, Inc. and approximately 14,100,000 shares of Common Stock currently owned by Lancer Offshore, Inc. and Lancer Partners, L.P.; (f) The Company shall complete a private offering of Common Stock for a minimum of $45,000,000 of gross proceeds (the "Equity Offering"); (g) The Company shall purchase from the holders of all of the Company's outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock not owned by Lancer Offshore, Inc., Michael Laurer or their respective Affiliates (the "Non-Lancer/Laur▇▇ ▇▇▇▇▇▇ ▇ ▇▇eferred Stock"), all of the shares of Series A Preferred Stock and Non-Lancer/Laurer Series B Preferred Stock in exchange for certain non-core assets of the Company, and in connection therewith provide a general release of the Company and its Affiliates from any and all pre-Closing claims (h) The Company shall have entered into employment agreements with each of William L. Transier and John N. Seitz; (i) No do▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇overn▇▇▇▇▇▇ ▇▇ ▇▇▇ulatory agency, authority, bureau, commission, department, official or similar body or instrumentality thereof, or any governmental court, arbitral tribunal located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, decree, judgment, injunction or other order, whether temporary, preliminary or permanent which is then in effect and has the effect of making the Closing illegal or otherwise prohibiting consummation of the Closing; provided, that the parties use reasonable commercial efforts to challenge any decree, judgment or injunction or other order that is not final and non-applicable, but in no event will any party be required to expend in excess of $25,000 with respect to such challenge; and (j) There shall not be pending, instituted or threatened by any Person or Governmental Authority any suit, action, investigation or proceeding seeking to (i) alter, prevent, materially delay, restrain or prohibit the consummation of the Merger, the Equity Offering or the other transactions contemplated by this Agreement, (ii) obtain from the Company any damages that would have, or could reasonably be expected to have, a Material Adverse Effect on the Company, or (iii) seeking to prohibit or limit the ownership or operation by the Company of its businesses or assets in a manner that would have, or could reasonably be expected to have, a Material Adverse Effect on the Company.

Conditions to Consummation of the Transaction. 6.1 MUTUAL CONDITIONS TO OBLIGATIONS OF THE COMPANY AND KNOX GASCSOR LIQUIDATION. The obligations of the Company and Kno▇ ▇▇s CSOR Liquidation to consummate the Transactions shall be subject to the ful▇▇▇▇mentfulfillment, or written waiver by each of the Company and Knox GasCSOR Liquidation, at or prior to the Closing, of each of the following cond▇▇▇▇nsconditions: (a) Trident Growth Fund, L.P. ("Trident") shall receive (i) an aggregate of approximately 375,000 shares of common stock, $.001 per share ("Common Stock"), of the Company Stock in full satisfaction and release of all amounts, liabilities and obligations due and owing by Parent to Trident under that certain First Amended Loan Agreement between the Company and Trident, the First Amended Security Agreement between the Company and Trident and the 6% Secured Convertible Promissory Note in the principal amount of $600,000, all dated July 29, 2003 (collectively, the "Trident 2003 Loan Documents"), and (ii) $1,500,000 cash, payable in good funds, in full satisfaction and release of all amounts, liabilities and obligations due and owing by the Company to Trident under that certain Loan Agreement between the Company and Trident, the Security Agreement between the Company and Trident and the 12% Secured Convertible Promissory Note in the principal amount of $1,500,000, all dated April 5, 2002 (the "Trident 2002 Loan Documents," and together with the Trident 2003 Loan Documents, the "Trident Loan Documents"). In connection with the foregoing, Trident shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the Trident Loan Documents, (ii) a release of the Company from any and all obligations under the Trident Loan Documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company; (b) Michael P. Marcus ("Marcus") shall convert the full $1,550,000 prin▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ und▇▇ ▇▇▇ 12% convertible promissory notes issued by the Company to Marcus, dated October 18 and 30, 2002, and all accrued interest due thereunder, into shares of Common Stock. In connection with the foregoing, Marcus shall deliver and surrender to the Company (i) the original promissory notes issued by the Company in connection with the underlying loan documents, (ii) a release of the Company from any and all obligations under the underlying loan documents, and (iii) any other documentation necessary to facilitate the termination and release of all Liens on any asset of the Company; (c) The holders of all of the Company's outstanding shares of Series C Convertible Preferred Stock (the "Series C Preferred Stock") shall enter into an agreement with the Company, pursuant to which, on or prior to Closing, they will convert their shares of Series C Preferred Stock, and waive certain registration rights and other rights of such holders under such agreements; (d) The Company, CSOR Acquisition Corp. and NSNV, Inc. ("North Sea") shall enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, on or prior to Closing, North Sea shall merge with and into CSOR Acquisition Corp., with the separate corporate existence of North Sea ceasing and CSOR Acquisition Corp. continuing as the surviving corporation (the "Merger"); (e) The Company shall purchase from RAM Trading Limited all of the shares of Series B Convertible Preferred Stock currently owned by Lancer Offshore, Inc. and approximately 14,100,000 shares of Common Stock currently owned by Lancer Offshore, Inc. and Lancer Partners, L.P.; (f) The Company shall complete a private offering of Common Stock for a minimum of $45,000,000 35,000,000 of gross proceeds (the "Equity Offering"); (g) The Company shall purchase from the holders of all of the Company's outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock not owned by Lancer Offshore, Inc., Michael Laurer or their respective Affiliates (the "Non-Lancer/Laur▇▇ ▇▇▇▇▇▇ ▇ ▇▇eferred Stock"), all of the shares of Series A Preferred Stock and Non-Lancer/Laurer Series B Preferred Stock in exchange for certain non-core assets of the Company, and in connection therewith provide a general release of the Company and its Affiliates from any and all pre-Closing claims (h) The Company shall have entered into employment agreements with each of William L. Transier and John N. Seitz; (h) The Company shall purchase the limited partnership interest in Knox-Miss Partners, L.P. held by RAM Trading, Inc.; (i) No do▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇overn▇▇▇▇▇▇ ▇▇ ▇▇▇ulatory domestic or foreign governmental or regulatory agency, authority, bureau, commission, department, official or similar body or instrumentality thereof, or any governmental court, arbitral tribunal located or having jurisdiction in the United States shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, decree, judgment, injunction or other order, whether temporary, preliminary or permanent which is then in effect and has the effect of making the Closing illegal or otherwise prohibiting consummation of the Closing; provided, that the parties use reasonable commercial efforts to challenge any decree, judgment or injunction or other order that is not final and non-applicable, but in no event will any party be required to expend in excess of $25,000 10,000 [SEEMS LOW] with respect to such challenge; and (j) There shall not be pending, instituted or threatened by any Person or Governmental Authority any suit, action, investigation or proceeding seeking to (i) alter, prevent, materially delay, restrain or prohibit the consummation of the Merger, the Equity Offering or the other transactions contemplated by this Agreement, (ii) obtain from the Company any damages that would have, or could reasonably be expected to have, a Material Adverse Effect on the Company, or (iii) seeking to prohibit or limit the ownership or operation by the Company of its businesses or assets in a manner that would have, or could reasonably be expected to have, a Material Adverse Effect on the Company.