Common use of Conditions to Each Party’s Obligation to Effect the Exchange Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Exchange. The respective obligations of each party to effect the Exchange shall be subject to the fulfillment at or prior to the Closing of the conditions contained in Article IV of the Exchange Agreement and the following additional conditions, each of which may be waived only with the consent in writing of each party not obligated to satisfy the condition: (a) The Exchange Agreement and this Supplement and the Exchange shall have been duly approved by the requisite vote of stockholders of the Company in accordance with applicable law and the Certificate of Incorporation and Bylaws of the Company. (b) The Exchange Shares shall have been authorized for listing on the Nasdaq National Market upon official notice of issuance. (c) The waiting period applicable to the consummation of the Exchange under the HSR Act shall have expired or been terminated. All authorizations, consents, orders, declarations or approvals of, or filings with, any Governmental Entity, which the failure to obtain, make or occur would have the effect of making the Exchange or any of the transactions contemplated hereby illegal or would have a material adverse effect on either of the Company or PNC (assuming the Exchange had taken place), shall have been obtained or shall have been made. (d) There shall not be instituted or pending any suit, action or proceeding by a Governmental Entity or any other person as a result of this Supplement or the Exchange Agreement or any of the transactions contemplated herein or therein which would have a material adverse effect on either the Company or PNC (assuming for purposes of this paragraph (d) that the Exchange shall have occurred) or which seeks to prevent or restrict the consummation of the Exchange or seeks monetary damages in connection therewith. (e) No court or other Governmental Entity having jurisdiction over PNC or the Company, or any of their respective subsidiaries, shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making this Supplement, the Exchange Agreement, the Exchange or any of the transactions contemplated hereby or thereby illegal. (f) Sections 2.11 and 3.11 of the Exchange Agreement are deleted in their entirety and the following new Sections 2.11 and 3.11 substituted therefor: