Common use of Conditions to Obligation of Each Party to Effect the Merger Clause in Contracts

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) 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 United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time of each of the following conditions: (a) This Parent or Purchaser shall have made, or caused to be made, the Offer on the terms and conditions set forth therein and shall have purchased, or caused to be purchased, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer; (b) this Agreement and the Merger shall have been approved and adopted by the affirmative requisite vote or consent of the stockholders of the Company Company, if any, required by the requisite vote in accordance with DGCL and the Company's ’s Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) No statuteIncorporation, 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 United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger.as amended; (c) Any any requisite waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable competition, merger, control, antitrust or similar Law shall have terminated expired or expired.been terminated; (d) All the Parties shall have received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that review of the Offer Conditionscontemplated transaction under the Exon-F▇▇▇▇▇ Act has been concluded; and that CFIUS shall have determined that there are no issues of national security sufficient to warrant investigation under the Exon-F▇▇▇▇▇ Act; (e) the Company shall have taken commercially reasonable steps to advise the Defense Security Service (“DSS”) of the relevant aspects of the transaction and proposed terms of a proxy agreement, voting trust or other than arrangement calculated to be acceptable to the DSS, and the DSS shall have indicated that it is willing to agree to a foreign ownership, control or influence mitigation proposal submitted in relation to this transaction by, and acceptable to, Parent in its sole discretion, in accordance with the NISPOM; and (f) no Judgment issued by a court of competent jurisdiction or by any Governmental Entity nor any Law shall be in effect, which would make the acquisition or holding by Parent or its subsidiaries of the shares of Company Common Stock or shares of common stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) or waiver at or prior to the Effective Time of the following conditions: (a) This this Agreement shall have been adopted by the affirmative vote of the stockholders of Stockholders by the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).Requisite Vote; (b) No no law, 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 United States, foreign, federal States or state court or governmental authority any Governmental Entity which prohibits, restrains, enjoins or restricts materially delays, directly or indirectly, the consummation of the MergerMerger on the terms contemplated by this Agreement; provided, the Offer or the MSC Merger.however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) Any waiting period applicable to No suit, action or other proceeding affecting Parent, Merger Sub, the Company or the Merger under shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the HSR Act performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby; (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; (iii) affect adversely the right of Parent to own the Company or operate the businesses of or control the Company; or (iv) affect adversely the right of the Company to own its assets or control its businesses, and no such injunction, judgment, order, decree or ruling shall have terminated been entered or expired.be in effect; and (d) All of Parent and the Offer ConditionsCompany shall have received or obtained all material governmental and regulatory consents, other than approvals, licenses and authorizations that are necessary (i) for the consummation of the Mergertransactions contemplated hereby or (ii) for Parent to own the Company and to operate the businesses of and control the Surviving Corporation following the Closing, shall have been satisfied in each case on terms and MSC MergerSub shall have determined conditions reasonably satisfactory to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive collectively, the satisfaction of the conditions in this Section 5.1(d“Governmental Approvals”). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall will be subject to the satisfaction (or, in or waiver by the case of Section 5.1(d) below, the waiver, party entitled to the extent available, by Parentbenefit thereof) at or prior to the Effective Time of each of the following conditions: (a) This Agreement The Requisite Stockholder Approval shall have been adopted obtained and continue to be in full force and effect; (b) The CPLG Registration Statement shall have been declared effective by the affirmative vote SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the stockholders Securities Act and the Exchange Act relating to the issuance and trading of shares of CPLG Common Stock shall have been obtained and be in effect, and such shares of CPLG Common Stock shall have been approved for listing on the Company by the requisite vote New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the Company's Certificate terms of Incorporation the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the DGCL (which the Company has represented HSR Act shall have expired or been terminated, and no Proceeding shall be solely pending before, or threatened in writing by, the affirmative vote of a majority Antitrust Division of the outstanding Shares).Department of Justice or the Federal Trade Commission wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or the Spin-Off Transaction Agreements or any of the transactions contemplated hereby or thereby, declare unlawful the transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or cause such transactions to be rescinded; and (be) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger or the Distribution shall be in effect, and no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any United States, foreign, federal or state court or governmental authority which Governmental Entity that prohibits, restrains, enjoins or restricts makes illegal the consummation of the Merger, the Offer Merger or the MSC MergerDistribution. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement the Company Voting Proposal shall have been adopted approved by the affirmative vote Company Stockholders in the manner required under the MGCL, the rules of the stockholders NYSE and the Organizational Documents of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).; (b) No 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 United States, foreign, federal Governmental Entity of competent jurisdiction and no other legal restraint or state court or governmental authority prohibition shall be in effect which prohibits, restrainsrestrains or enjoins the 61 consummation of the Merger; provided, enjoins however, that the Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or restricts other order to be vacated or lifted; (c) there shall not be instituted or pending any Action by a Governmental Entity as a result of this Agreement or any of the transactions contemplated herein which would reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect (assuming for purposes of this Section 7.1(c) that the Merger shall have occurred); (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 Parent Common Stock to be exchanged for Company Common Stock shall have been obtained; (e) 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 Merger, the Offer or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, transactions contemplated hereby shall have been satisfied 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 MSC MergerSub shall have determined could not reasonably be expected to purchase subject the Parties or their Affiliates or any directors, officers, agents or advisors of any of the foregoing to the risk of criminal liability; and (f) the shares of MSC Parent Common Stock issuable to the holders of Company Shares pursuant to the Offer; provided that, if the MSC Merger this Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummatedapproved for listing on the NYSE upon official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares)Merger Requisite Votes. (b) No law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) (any of the foregoing, an ("Order") that prohibits, restrains or enjoins the consummation of the Merger shall have been enacted, entered, promulgated or enforced by (i) any United StatesStates Governmental Entity, foreign(ii) the European Commission or any United Kingdom Governmental Entity, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation (iii) any Governmental Authority of the Mergerjurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, or (iv) any Governmental Entity other than one referred to in clauses (i), (ii) or (iii), unless, in the Offer case of this clause (iv), failing to comply with such Order would not, individually or in the MSC Mergeraggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the Company, Parent or their respective subsidiaries; provided, however, that, prior to invoking the condition set forth in this Section 7.1(b), each party agrees to comply with Section 6.8. (ci) Any The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired, (ii) all required approvals by the European Commission applicable to the Merger under applicable law or regulation shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable law or regulation shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, (iv) all approvals required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Company Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, and (v) all other required approvals of any Governmental Entity under applicable law or regulation shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this cause (v), if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the Company, Parent or their respective subsidiaries. (d) All (i) No action, suit or proceeding by any United States Governmental Entity, United Kingdom Governmental Entity, the European Commission or any Governmental Entity of the Offer Conditionsjurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, other than shall be pending seeking to enjoin, prohibit or restrain or challenging the consummation of the MergerMerger or the other transactions contemplated hereby and (ii) no other action, suit or proceeding shall have been satisfied and MSC MergerSub shall have determined be pending seeking to purchase enjoin, prohibit or restrain or challenging the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment consummation of the fees set forth Merger or the other transactions contemplated hereby, unless, in Section 8.3(a)(ii) the case of this clause (ii), any such action, suit or proceeding would not, individually or in the aggregate, either reasonably be expected to result in Burdensome Conditions or lead to criminal prosecution of any director or officer of the MSC Merger AgreementCompany, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)or their respective subsidiaries. (e) The Woodbank Form F-4 shall have become effective and no stop order suspending the effectiveness of the Form F-4 shall then be in effect, and no proceeding for that purpose shall then be threatened by the SEC or shall have been initiated by the SEC and not concluded or withdrawn and all state securities or "blue sky" permits or approvals required to consummate the Merger shall have been consummatedreceived. (f) The Parent Listing Particulars (if required under the UKLA listing rules) being approved by the UKLA and the Parent Ordinary Shares (including Parent Ordinary Shares underlying Parent Depository Shares) to be issued pursuant to the Merger shall have been admitted to the Official List of the UKLA and to trading on the main market of the LSE and this admission shall have become effective in accordance with the rules and regulations of the UKLA and the LSE and the Parent Depository Shares to be issued pursuant to the Merger shall have been authorized for listing on the Nasdaq, subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction (or, in or waiver by Parent and the case of Section 5.1(d) below, the waiver, Company to the extent available, permitted by Parentapplicable Law) at or prior to the Effective Time Closing of the following conditions: (a) This Agreement The Company Stockholder Approval shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares)obtained. (b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) The Parent Shareholder Approval shall have been obtained. (c) The US Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the US Registration Statement shall have been issued by the SEC and remain in effect and no Action to that effect shall have been commenced by the SEC, unless subsequently withdrawn. (d) No Governmental Entity of competent jurisdiction shall have enacted, entered, issued or promulgated any Law that remains in effect that prohibits or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts makes illegal the consummation of the Merger, the Offer or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger approvals by the Antitrust Authorities under the Antitrust Laws set forth in Schedule A (the “Required Antitrust Approvals”) shall have been consummatedmade or obtained by the Antitrust Authorities, or deemed obtained as a result of the expiration of all statutory waiting periods in respect thereof, as required. (f) The Parent Common Shares to be issued to the Company stockholders in accordance with this Agreement shall have been conditionally approved for listing on the NYSE or Nasdaq, subject to official notice of issuance, and the TSX, subject to customary listing requirements.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative requisite vote of the stockholders of the Company Parent and GeoMet, as may be required by the requisite vote in accordance with the Company's Certificate of Incorporation this Agreement, by Applicable Law, and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority by any applicable provisions of the outstanding Shares).GeoMet Articles, the Parent Certificate and GeoMet’s and Parent’s bylaws and in addition to any such requirements, the Merger shall have been approved by holders of two-thirds of the GeoMet Common Stock not held by Parent; (b) No statuteOther than suits to enforce this Agreement, rulethere shall not be (i) any effective injunction, regulation, executive order, decree, ruling, injunction writ or temporary restraining order or any other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced of any nature issued by any United States, foreign, federal or state a court or governmental authority Governmental Entity of competent jurisdiction directing that any aspect of the Merger not be consummated, or (ii) any action, suit or proceeding pending or threatened in writing in which prohibitsit is or may be sought to prohibit, restrainssubstantially delay or rescind this Agreement or any aspect of the Merger or to obtain an award of damages in connection with the Merger and which, enjoins in the good faith judgment of any of the parties, is material; and (c) All approvals of private persons or restricts corporations, (i) the granting of which is necessary for the consummation of the Merger, the Offer Merger or the MSC Merger. transactions contemplated in connection therewith and (cii) Any waiting period applicable the non-receipt of which would reasonably be expected to have a Material Adverse Effect on Parent or the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than Surviving Corporation after the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase obtained, including, without limitation, any consents required under the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Credit Agreement, Parent (in its sole the Master Equipment Lease Agreement No. 36137 with Bank of America Leasing & Capital dated October 29, 2003 and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)ISDA Master Agreement with BNP Paribas dated November 21, 2003. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote holders of a majority of the outstanding Shares)shares of Company Voting Common Stock and Series A Preferred Stock (voting together as a single class) entitled to vote thereon. The issuance of Parent Common Stock in the Merger shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (b) 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 United States, foreign, federal or state court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Offer parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Mergerother order to be vacated or lifted. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All 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 any material "blue sky" and other state securities laws applicable to the registration of the Offer Conditions, other than the consummation of the Merger, Parent Common Stock to be exchanged for Company Common Stock shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)complied with. (e) The Woodbank Merger shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been consummatedapproved for listing on the NYSE, subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) 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 United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement the Registration Statement shall have been adopted by become effective under the affirmative vote Securities Act and shall not be the subject of any stop order suspending the effectiveness of the stockholders Registration Statement nor shall proceedings for that purpose have been threatened; (b) the BPW Voting Proposal shall have received the BPW Requisite Vote in the manner required under the DGCL, the rules of the Company by AMEX and the requisite vote Organizational Documents of BPW; (c) the time period for the valid exercise of conversion rights shall have terminated and, as of such time, holders of less than thirty-five percent (35%) of the outstanding shares of BPW Common Stock issued in the IPO shall have validly exercised their conversion rights (as determined in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding SharesBPW Charter).; (bd) No the Warrant Exchange Offer shall have been consummated (or is being consummated substantially simultaneously with the Closing); (e) 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 United States, foreign, federal Governmental Entity of competent jurisdiction and no other legal restraint or state court or governmental authority prohibition shall be in effect which prohibits, restrains, restrains or enjoins or restricts the consummation of the Merger, and no Action shall have been instituted by any Governmental Entity and remain pending which would reasonably be expected to (i) result in a statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or makes illegal the Offer consummation of the Merger or (ii) provide a reasonable basis to conclude that the MSC Merger.Company, Merger Sub or BPW or any of their Affiliates or any of their respective officers or directors, as applicable, would be subject to the risk of criminal liability; (cf) Any any waiting period periods under the HSR Act applicable to the Merger under and all other transactions contemplated hereby or by the HSR Act Ancillary Agreements shall have terminated expired or expired.been terminated; and (dg) All all filings required to be made prior to the Closing by any Party or, in the case of the Offer ConditionsCompany, other than any of its Subsidiaries, with, and all consents, approvals and authorizations required to be obtained prior to the Closing by any Party or, in the case of the Company, any of its Subsidiaries, from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Merger, transactions contemplated hereby or by the Ancillary Agreements (other than under the HSR Act) shall have been satisfied and MSC MergerSub shall have determined made or obtained, except where the failure to purchase the shares of MSC Common Stock pursuant obtain such consents would not reasonably be expected to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)cause a Company Material Adverse Effect or a BPW Material Adverse Effect. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares)Requisite Vote. (b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanenti) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iv) all approvals or filings required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Parent Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; and (v) all other required approvals of any Governmental Entity under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this clause (v), if the failure to obtain such approval or failure of such waiting period to terminate or expire, individually or in the aggregate, would not reasonably be expected either to result in a Company Material Adverse Effect or to lead to criminal prosecution of any director, officer or employee of the Company, Parent, the Surviving Corporation or their respective subsidiaries. (di) All of No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Offer ConditionsMerger illegal or otherwise challenge, other than the restrain or prohibit consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase Merger or the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger other transactions contemplated by this Agreement, Parent or (in its sole and absolute discretionB) shall cause the transactions contemplated by this Agreement to be entitled to waive the satisfaction of the conditions in this Section 5.1(d)rescinded following consummation. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company Christiana and EVI, as may be required by law, by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority rules of the outstanding Shares).NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated entered and remain in effect in any action or enforced by proceeding before any United States, foreign, federal or state court or governmental authority agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Merger; (d) The Registration Statement and a registration statement under the Securities Act to be filed by C2 in connection with the Merger shall each be effective on the Closing Date, and all post-effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; (e) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which prohibitswould have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ EVI MAE; (f) The shares of EVI Common Stock issuable upon consummation of the Merger shall have been approved for listing on the NYSE, restrainssubject to official notice of issuance; (g) EVI, enjoins or restricts C2 and Christiana shall have received an opinion, dated as of the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and (h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Offer Logistic Sale or the MSC Mergertransactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ an EVI MAE. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or part, to the extent permitted by applicable law: (a) This Agreement and the Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares)Merger Sub. (b) Except for consents under certain Government Contracts listed on Schedule 3.14(d), all approvals and consents of applicable Governmental Authorities required to consummate the Merger shall have been received, the failure to obtain which would prevent the consummation of the Merger or constitute a Company Material Adverse Change or a Gene Logic Material Adverse Change, and all regulatory waiting periods, if any, shall have expired. (c) No statutecourt or Governmental Authority having jurisdiction over the Company, rulethe Merger Sub or Gene Logic shall have enacted, regulationissued, executive orderpromulgated, decree, ruling, injunction enforced or other entered any law or order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated which is then in effect and which has the effect of making the Merger illegal or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the otherwise prohibiting consummation of the Merger, Merger substantially on the Offer terms contemplated by this Agreement or which would have the effect of depriving Gene Logic or the MSC Merger. (c) Any waiting period applicable to Stockholders of the Merger under benefits of the HSR Act shall have terminated or expiredtransactions contemplated hereby. (d) All of the Offer Conditions, other than the consummation of the Merger, The Aggregate Stock Consideration shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock be issuable pursuant to Rule 506 of Regulation D under the Offer; provided thatSecurities Act or pursuant to a registration statement on Form S-4 declared effective by the SEC, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (as determined by Gene Logic in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement Ercon shall have been merged into GulfMark. (b) This Agreement and the Merger (and the Contribution and the Distribution in the case of GulfMark) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company GulfMark and EVI, as may be required by law, by the requisite vote in accordance with the Company's Certificate rules of Incorporation The Nasdaq Stock Market and the DGCL New York Stock Exchange and by any applicable provisions of their respective charters or bylaws; (which c) The waiting period (and any extension thereof) applicable to the Company has represented shall be solely the affirmative vote of a majority consummation of the outstanding Shares).Merger under the HSR Act shall have expired or been terminated; (bd) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated entered and remain in effect in any action or enforced by proceeding before any United States, foreign, federal or state court or governmental authority agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Contribution, Distribution and Merger; (e) The Registration Statement shall be effective on the Closing Date, and all post-effective amendments filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; (f) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which prohibitswould have a GulfMark MAE or EVI MAE; (g) The shares of EVI Common Stock issuable upon consummation of the Merger shall have been approved for listing on the New York Stock Exchange, restrains, enjoins or restricts subject to official notice of issuance; and (h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Offer Distribution or the MSC Mergertransactions contemplated in connection therewith and (ii) the non-receipt of which would have a GulfMark MAE or an EVI MAE. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The ----------------------------------------------------------- respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) No statute, rule, regulation, executive no temporary or permanent order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) decree shall have been enacted, entered, promulgated be entered or enforced by or before any United Statescourt, foreign, federal arbitrator or state court or governmental authority which prohibits, restrains, enjoins or restricts Governmental Entity that would prohibit the consummation of the Merger, ; (b) there shall not have occurred and be continuing any declaration of any banking moratorium or suspension of payments by banks in the Offer United States or any general limitation on the MSC Merger.extension of credit by lending institutions in the United States; (c) Any all required waiting period applicable to the Merger periods under the HSR Act applicable to the transactions contemplated hereunder shall have terminated expired or expired.terminated; (d) All the Company shall have obtained all consents and approvals of Governmental Entities which are legally required to be obtained by the Offer Conditions, other than the Company prior to consummation of the Merger, shall which if not obtained would have been satisfied and MSC MergerSub shall have determined to purchase a material adverse effect on the shares business, results of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment operations or financial condition of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in Company and its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d).Subsidiaries taken as a whole; and (e) The Woodbank Merger there shall not have been consummatedany statute, rule, regulation or order promulgated, enacted, issued or deemed applicable to the Merger by any Governmental Entity or court of competent jurisdiction which would make the consummation of the Merger illegal; provided, however, that upon the closing of the purchase of the Control Stock -------- ------- pursuant to the ▇▇▇▇▇▇▇▇▇ Purchase Agreement, the conditions in subparagraphs (c) and (d) of this Section 7.1 above shall, to the extent then applicable, no longer be applicable.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares). (b) No statute, rule, regulation, executive no temporary or permanent order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) decree shall have been enacted, entered, promulgated be entered or enforced by or before any United Statescourt, foreign, federal arbitrator or state court or governmental authority which prohibits, restrains, enjoins or restricts Governmental Entity that would prohibit the consummation of the Merger, ; (b) there shall not have occurred and be continuing any declaration of any banking moratorium or suspension of payments by banks in the Offer United States or any general limitation on the MSC Merger.extension of credit by lending institutions in the United States; (c) Any all required waiting period applicable to the Merger periods under the HSR Act applicable to the transactions contemplated hereunder shall have terminated expired or expired.terminated; (d) All the Company shall have obtained all consents and approvals of Governmental Entities which are legally required to be obtained by the Offer Conditions, other than the Company prior to consummation of the Merger, which if not obtained would have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole; and (e) there shall not have been satisfied and MSC MergerSub shall have determined any statute, rule, regulation or order promulgated, enacted, issued or deemed applicable to the Merger by any Governmental Entity or court of competent jurisdiction which would make the consummation of the Merger illegal; provided, however, that upon the closing of the purchase of the shares of MSC Common Control Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Robe▇▇▇▇▇ ▇▇▇chase Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in subparagraphs (c) and (d) of this Section 5.1(d)7.1 above shall, to the extent then applicable, no longer be applicable. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time of the following conditions: (a) This this Agreement and the Merger shall have been adopted approved by the affirmative vote of the stockholders shareholders of the Company by the requisite vote Company Requisite Vote in accordance with the Company's Certificate articles of Incorporation incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).MBCA; (b) No 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 (i) by any United States, foreign, federal States or state court or governmental authority United States Governmental Authority which prohibits, restrains or enjoins the consummation of the Merger or (ii) by any Governmental Authority pursuant to Foreign Antitrust Laws that prohibits, restrains, or enjoins or restricts the consummation of the Merger; provided, the Offer or the MSC Merger.however, that any party invoking this condition has complied with its obligations under Section 6.8; (c) Any there shall have expired or been terminated the waiting period periods (and any extension thereof) applicable to the Merger under or the Merger shall have been approved pursuant to (i) the HSR Act shall have terminated and (ii) any applicable Foreign Antitrust Laws of (A) those jurisdictions specified on Section 7.1(c) of the Parent Disclosure Schedule and (B) those additional jurisdictions, if any, identified by Parent in writing prior to the Closing in which approval of the Merger is required and which Parent was unable to identify in Section 7.1(c) of the Parent Disclosure Schedule due to the Company's provision of information requested by Parent about the Company's or expired.its subsidiaries' activities in such jurisdictions that was inaccurate or incomplete; and (d) All of the Offer Conditions, other than the consummation of the Merger, Form S-4 shall have been satisfied become effective under the Securities Act and MSC MergerSub shall have determined not be the subject of any stop order or proceedings seeking a stop order, and any material "blue sky" and other state securities laws applicable to purchase the registration and qualification of the shares of MSC Parent Common Stock pursuant to be issued in the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummatedcomplied with in all material respects.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations ----------------------------------------------------------- obligation of each party to effect the Merger shall be is subject to the satisfaction (or, in or waiver by the case of Section 5.1(d) below, the waiverparty for whose benefit such condition exists, to the extent availablepermitted by law, by Parent) at on or prior to the Effective Time Closing Date) of the following conditions: (a) This Agreement this Merger Agreement, the Merger and the Transactions shall have been approved and adopted by the affirmative vote of the stockholders of the Company by the requisite vote of the shareholders of the Company in accordance with the Company's Certificate of Incorporation and New Jersey Law; (i) the DGCL waiting period (which and any extension thereof) applicable to the Company has represented shall be solely the affirmative vote of a majority consummation of the outstanding Merger under the HSR Act shall have expired or been terminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) in respect of the Shares)., (y) the Commissioner shall have advised Parent that the Commissioner does not intend to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares or (z) the applicable waiting period under Section 123 of the Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (bc) No no order, statute, rule, regulation, executive order, stay, decree, ruling, judgment or injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, issued, promulgated or enforced by any United States, foreign, federal or state court or governmental authority or a court of competent jurisdiction which prohibits, restrains, enjoins has the effect of making the Merger illegal or restricts the otherwise prohibiting consummation of the Merger, Merger or of limiting or restricting in any material respect the Offer Surviving Corporation's or Merger Sub's conduct or operation of the MSC Merger. (c) Any waiting period applicable to business of the Merger under Company after the HSR Act shall have terminated or expired.Effective Time; (d) All of the Offer Conditions, other than the consummation of the Merger, thirty (30) days shall have been satisfied and MSC MergerSub shall have determined to purchase elapsed since the shares of MSC Common Stock pursuant to the OfferCanadian Notice Date; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d).and (e) The Woodbank Merger the Company shall have been consummated(x) received from the New Jersey Department of Environmental Protection either (i) a letter of non-applicability with respect to the Merger, (ii) a no further action letter, (iii) a negative declaration or (iv) approval of a Remedial Action Workplan, (y) entered into a remediation agreement with such Department or (z) otherwise satisfied the requirements of the New Jersey Industrial Site Recovery Act ("ISRA") such that the Company, the Parent and the Merger Sub may consummate the Merger without violating ISRA.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Buyer, Vajna, Valdina and the Company to effect consummate the Merger shall be are subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) or waiver at or prior to the Effective Time of each of the following conditions: (a) This Agreement shall have been approved and adopted by the affirmative vote of the stockholders holders of a majority of the outstanding Shares entitled to vote thereon; (b) The consummation of the Merger shall not be prohibited by any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any government or governmental agency that prohibits or makes illegal consummation of the Merger; (c) No court of competent jurisdiction shall have issued (and such issuance shall not be threatened or pending) any injunction, restraining order or other order which prohibits the consummation of the transactions contemplated by this Agreement and which is in effect as of the Closing and no governmental action or proceeding shall have been commenced or threatened seeking an injunction, restraining order or other order which seeks to prohibit the consummation of the transactions contemplated by this Agreement; (d) No litigation, proceeding or investigation shall be pending, threatened or in existence which, if adversely determined, could result in: (i) the issuance of a preliminary or permanent injunction or other order which would restrain, prevent or require rescission of this Agreement or the transactions contemplated hereby; (ii) liability to the Company, Vajna, Valdina, Buyer or any officers, directors, employees or agents of any of them arising from this Agreement or the transactions contemplated hereby; or (iii) the consummation of the transactions contemplated hereby being unlawful; and (e) The Company by the requisite vote shall have obtained, in accordance connection with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely Merger, the affirmative vote of a majority of the outstanding Shares)Shares voted (including abstentions but excluding broker non-votes) at the Special Meeting with respect to the proposal to approve this Agreement, without taking into account those Shares owned by Vajna, Valdina or any affiliate of Vajna or Valdina. (bf) No statuteThe percentage of Dissenting Shares to the total number of Shares issued and outstanding immediately prior to the Effective Time shall not exceed 15%. (g) The transactions contemplated by that certain Purchase and Sale Agreement between the Company, ruleCinergi Productions, regulationN.V. Inc. and ▇▇▇▇ Disney Pictures and Television, executive orderdated April 3, decree1997, rulingas amended (the "Library Sale Agreement"), injunction or shall have been consummated in all material respects; and (h) The transactions contemplated by that certain Assignment Agreement dated as of July 14, 1997 between Twentieth Century Fox Film Corporation, on the one hand, and the Company and Cinergi Productions N.V. Inc., on the other order hand, as amended (whether temporarythe "Fox Assignment Agreement"), preliminary or permanent(including, without limitation, the payment by Twentieth Century Fox Film Corporation to the Company of $11,250,000 in immediately available funds) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Mergerconsummated in all material respects. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares)Requisite Vote. (bi) 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 United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iv) all approvals or filings required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Parent Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; and (v) all other required approvals of any Governmental Entity under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this clause (v), if the failure to obtain such approval or failure of such waiting period to terminate or expire, individually or in the aggregate, would not reasonably be expected either to result in a Company Material Adverse Effect or to lead to criminal prosecution of any director, officer or employee of the Company, Parent, the Surviving Corporation or their respective subsidiaries. (di) All of No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Offer ConditionsMerger illegal or otherwise challenge, other than the restrain or prohibit consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase Merger or the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger other transactions contemplated by this Agreement, Parent or (in its sole and absolute discretionB) shall cause the transactions contemplated by this Agreement to be entitled to waive the satisfaction of the conditions in this Section 5.1(d)rescinded following consummation. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote holders of a majority of the outstanding Shares)shares of Company Common Stock. The issuance of Parent Common Stock in the Merger shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (b) 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 United States, foreign, federal or state court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; PROVIDED, HOWEVER, that the Offer parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Mergerother order to be vacated or lifted. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All 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 any material "blue sky" and other state securities laws applicable to the registration of the Offer Conditions, other than the consummation of the Merger, Parent Common Stock to be exchanged for Company Common Stock shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)complied with. (e) The Woodbank Merger shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been consummatedapproved for listing on the NYSE, subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company Christiana and Weatherford, as may be required by law, by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority rules of the outstanding Shares).NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated entered and remain in effect in any action or enforced by proceeding before any United States, foreign, federal or state court or governmental authority agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Merger; (d) The Registration Statement and a registration statement under the Securities Act to be filed by C2 in connection with the Merger shall each be effective on the Closing Date, and all post-effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; (e) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which prohibitswould have a ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇; (f) The shares of Weatherford Common Stock issuable upon consummation of the Merger shall have been approved for listing on the NYSE, restrainssubject to official notice of issuance; (g) Weatherford, enjoins or restricts C2 and Christiana shall have received an opinion, dated as of the Effective Time, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and (h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Offer Logistic Sale or the MSC Mergertransactions contemplated in connection therewith and (ii) the non-receipt of which would have a ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ or an ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver (or, provided that Parent shall be entitled to waive satisfaction of the conditions set forth in the case clauses (iv) and (v) of Section 5.1(d7.1(b) belowin its sole discretion so long as such waiver would not reasonably be expected to lead to criminal prosecution or civil liability of any director, officer or employee of the waiver, to the extent available, by ParentCompany or its subsidiaries) at or prior to the Effective Time of the following conditions: (a) This Agreement shall have been adopted by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation Company Requisite Vote and the DGCL (which stockholders of Parent shall have approved all the Company has represented shall be solely matters contemplated by Section 4.4 of this Agreement by the affirmative vote of a majority of the outstanding Shares)Parent Requisite Vote. (bi) 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 United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger. (c) Any The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (ii) all required approvals by the European Commission applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iii) all required approvals of the competent authority of any member state of the European Union applicable to the Merger under applicable Law shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; (iv) all approvals required to consummate the Merger pursuant to any Foreign Antitrust Law of the jurisdictions listed in Section 7.1(b) of the Parent Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired; and (v) all other required approvals of any Governmental Entity under applicable Law (including any Foreign Antitrust Law) shall have been obtained or any applicable waiting period thereunder shall have been terminated or shall have expired, except, in the case of this cause (v), if failure to obtain such approval or failure of such waiting period to terminate or expire would not reasonably be expected to (A) individually or in the aggregate, have (x) a Company Material Adverse Effect, (y) a Parent Material Adverse Effect or (z) a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of Parent and its subsidiaries taken as a whole after giving effect to the Merger, taking into account the anticipated benefits to be achieved from effecting the Merger, or (B) lead to criminal prosecution or civil liability of any director, officer or employee of the Company, Parent or their respective subsidiaries. (c) Each of the Form F-4 and the European Prospectus shall have become effective or been approved, as applicable, and no stop order or other order or directive suspending the effectiveness or approval of either the Form F-4 or the European Prospectus shall then be in effect, and no proceeding for that purpose shall then be threatened by the SEC or the AFM or other competent Governmental Entity or shall have been initiated by the SEC or the AFM or other competent Governmental Entity and not concluded or withdrawn and all state securities or "blue sky" permits or approvals required to consummate the Merger shall have been received. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined The Parent Common Shares (including Parent Common Shares underlying Parent Depository Shares) to purchase the shares of MSC Common Stock be issued pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummatedadmitted to trading on Eurolist by Euronext Amsterdam and this admission shall have become effective in accordance with applicable Dutch securities Laws and the rules and regulations of Euronext Amsterdam and the Parent Depository Shares evidenced by Parent ADRs to be issued pursuant to the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered executive order, stay decree, ruling, injunction or other judgment (whether temporary, preliminary or permanent) (any of the foregoing, an ("Order") or Law which is in effect which would, and (ii) there shall not be instituted or pending any action, suit or proceeding in which any Governmental Entity seeks to, in either case (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This this Agreement and the Merger shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the stockholders of Acquiror in the manner required under the DGCL (which and the certificate of incorporation of the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).and Acquiror, respectively; (b) No 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 United States, foreign, federal or state court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Offer parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Merger.other order to be vacated or lifted; (c) Any any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.; (d) All the Registration Statement 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 any material Blue Sky Laws applicable to the registration of the Offer Conditions, other than the consummation of the Merger, Acquiror Common Stock to be exchanged for Company Stock shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d).complied with; (e) The Woodbank Merger shall have been consummated.the shares of Acquiror Common Stock issuable to the holders of Company Stock

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be is subject to the satisfaction (or, in or waiver by the case of Section 5.1(d) below, the waiverparty for whose benefit such condition exists, to the extent availablepermitted by law, by Parent) at on or prior to the Effective Time Closing Date) of the following conditions: (a) This Agreement this Merger Agreement, the Merger and the Transactions shall have been approved and adopted by the affirmative vote of the stockholders of the Company by the requisite vote of the shareholders of the Company in accordance with the Company's Certificate of Incorporation and New Jersey Law; (i) the DGCL waiting period (which and any extension thereof) applicable to the Company has represented shall be solely the affirmative vote of a majority consummation of the outstanding Merger under the HSR Act shall have expired or been terminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall have issued an Advance Ruling Certificate under Section 102 of the Competition Act (Canada) in respect of the Shares)., (y) the Commissioner shall have advised Parent that the Commissioner does not intend to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares or (z) the applicable waiting period under Section 123 of the Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to apply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (bc) No no order, statute, rule, regulation, executive order, stay, decree, ruling, judgment or injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, issued, promulgated or enforced by any United States, foreign, federal or state court or governmental authority or a court of competent jurisdiction which prohibits, restrains, enjoins has the effect of making the Merger illegal or restricts the otherwise prohibiting consummation of the Merger, Merger or of limiting or restricting in any material respect the Offer Surviving Corporation's or Merger Sub's conduct or operation of the MSC Merger. (c) Any waiting period applicable to business of the Merger under Company after the HSR Act shall have terminated or expired.Effective Time; (d) All of the Offer Conditions, other than the consummation of the Merger, thirty (30) days shall have been satisfied and MSC MergerSub shall have determined to purchase elapsed since the shares of MSC Common Stock pursuant to the OfferCanadian Notice Date; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d).and (e) The Woodbank Merger the Company shall have been consummated(x) received from the New Jersey Department of Environmental Protection either (i) a letter of non-applicability with respect to the Merger, (ii) a no further action letter, (iii) a negative declaration or (iv) approval of a Remedial Action Workplan, (y) entered into a remediation agreement with such Department or (z) otherwise satisfied the requirements of the New Jersey Industrial Site Recovery Act ("ISRA") such that the Company, the Parent and the Merger Sub may consummate the Merger without violating ISRA.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (orsatisfaction, in the case of Section 5.1(d) below, the or waiver, to the extent available, by Parent) at or prior to the Effective Time of each of the following conditions: (a) This G▇▇▇ shall have transferred all of the membership interests of G▇▇▇ Publishing, LLC to TCM; (b) G▇▇▇ and TCM have executed and delivered the Separation and Distribution Agreement and the Tax Sharing Agreement; (c) G▇▇▇ shall have completed the Spin-off; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order and all state securities or Blue Sky Laws necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (e) the Company Stockholders’ Action shall have been approved and adopted by the affirmative vote of the stockholders of the Company in satisfaction of the Company Stockholders’ Vote Condition at the Company Stockholders’ Meeting or by the requisite vote written consent in accordance with the Company's Certificate of Incorporation Georgia Law and the DGCL (which the Company has represented shall be solely the affirmative vote Articles of a majority of the outstanding Shares).Incorporation; (bf) No statuteall other consents, ruleapprovals, regulationorders or authorizations of, executive orderor registrations, decreedeclarations or filings with, rulingany Governmental Entity required to consummate the Spin-off and to consummate the Merger shall have been filed, injunction made or other obtained, except for such consents, approvals, orders or authorizations that involve an immaterial amount of assets and that do not provide for any penalties or fines due to the failure to receive such consents, approvals, orders or authorizations (it being understood that the parties shall use commercially reasonable efforts to put in place a structure in order to provide Merger Sub and indirectly, TCM, with the benefit of such assets); (whether temporaryg) all notices to, preliminary and consents, approvals or permanentwaivers of, all persons under the agreements, instruments or documents listed in Schedule 6.01(g) shall have been given or obtained in a form and manner reasonably acceptable to TCM and the Company; (h) there shall not have been any action taken, or any Law enacted, enteredpromulgated, promulgated issued or enforced deemed applicable to the Merger by any United StatesGovernmental Entity, foreignthat would (i) prohibit the Surviving Corporation’s ownership or operation of all or a material portion of the Company’s business or assets, federal or state court compel the Surviving Corporation or governmental authority which prohibitsTCM to dispose of or hold separately all or a material portion of the Company’s or TCM’s business or assets, restrainsas a result of the Merger; (ii) render TCM or Merger Sub unable to consummate the Merger; or (iii) impose or confirm material limitations on the ability of TCM or Merger Sub effectively to exercise full rights of ownership of shares of the capital stock of the Surviving Corporation, enjoins including without limitation, the right to vote any such shares on all matters properly presented to the stockholders of the Surviving Corporation; (i) no judgment, order, injunction, decree or restricts ruling issued by any Governmental Entity restraining, enjoining or otherwise prohibiting the consummation of the MergerMerger shall have been issued and then be in effect (provided that the parties hereto shall use their commercially reasonable efforts to have any such judgment, the Offer order, injunction, decree or the MSC Merger. (c) Any waiting period ruling vacated or lifted), nor shall there have been any Law enacted, enforced or deemed applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than that makes the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase Merger illegal; and (j) the shares of MSC TCM Common Stock pursuant to be issued or reserved that constitute the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) Consideration shall be entitled approved for listing on Nasdaq, subject to waive the satisfaction official notice of the conditions in this Section 5.1(d)issuance. (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment at or prior to the Effective Time Closing Date of the following conditions: : (a) This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company Christiana and Weatherford, as may be required by law, by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority rules of the outstanding Shares). NYSE, by Section 5.3(a) and by any applicable provisions of their respective charters or bylaws; (b) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (c) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated entered and remain in effect in any action or enforced by proceeding before any United States, foreign, federal or state court or governmental authority agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Logistic Sale and the Merger; (d) The Registration Statement and a registration statement under the Securities Act to be filed by C2 in connection with the Merger shall each be effective on the Closing Date, and all post-effective amendments thereto filed shall have been declared effective or shall have been withdrawn; and no stop-order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the Commission; (e) There shall have been obtained any and all material permits, approvals and consents of securities or blue sky commissions of any jurisdiction, and of any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which prohibitswould have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ a Weat▇▇▇▇▇▇▇ ▇▇▇; (f) The shares of Weatherford Common Stock issuable upon consummation of the Merger shall have been approved for listing on the NYSE, restrainssubject to official notice of issuance; (g) Weatherford, enjoins or restricts C2 and Christiana shall have received an opinion, dated as of the Effective Date, from American Appraisal Associates, Inc. in form and substance satisfactory to them, in respect of the matters described in Section 2.2(u); and (h) All approvals and consents of third Persons (i) the granting of which is necessary for the consummation of the Merger, the Offer Logistic Sale or the MSC Mergertransactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ a Weat▇▇▇▇▇▇▇ ▇▇▇. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All of the Offer Conditions, other than the consummation of the Merger, shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party of AMRE, Merger Sub and the Company to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) fulfillment or waiver at or prior to the Effective Time of the following conditions: (a) This Agreement the Merger shall have been approved and adopted by the affirmative vote requisite consent of the stockholders shareholders of the Company required by the requisite vote in accordance with the Company's Certificate of Incorporation applicable law and the DGCL (which the Company has represented shall be solely the affirmative vote applicable regulations of a majority of the outstanding Shares).any stock exchange; (b) No the Form S-4 shall have been declared effective and shall be effective at the Effective Time, and no stop order suspending effectiveness of the Form S-4 shall have been issued; (c) no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission nor any statute, rule, regulation, regulation or executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced enacted by any United States, foreign, federal or state court or governmental authority which prohibits, restrains, enjoins shall be in effect that would make the acquisition or restricts holding directly or indirectly by AMRE of the shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Merger, . In the Offer event any such order or the MSC Merger. (c) Any waiting period applicable to the Merger under the HSR Act injunction shall have terminated been issued, each party agrees to use its reasonable efforts to have any such injunction lifted or expired.order reversed; (d) All all consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the Offer Conditionsexecution, other than the consummation delivery and performance of the Merger, this Agreement shall have been satisfied obtained or made, except for filings in connection with the Merger and MSC MergerSub shall any other documents required to be filed after the Effective Time and except where the failure to have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided thatobtained or made any such consent, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.authorization,

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This this Agreement and the Merger shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the stockholders of Acquiror in the manner required under the DGCL (which and the certificate of incorporation of the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).and Acquiror, respectively; (b) No 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 United States, foreign, federal or state court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Offer parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Merger.other order to be vacated or lifted; (c) Any any waiting period applicable to the Merger under the HSR Act shall have terminated or expired.; (d) All the Registration Statement 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 any material Blue Sky Laws applicable to the registration of the Offer ConditionsAcquiror Common Stock to be exchanged for Company Stock shall have been complied with; (e) the shares of Acquiror Common Stock issuable to the holders of Company Stock pursuant to this Agreement, other than the consummation and upon exchange of the MergerExchangeable Shares from time to time, shall have been satisfied approved for listing on the NYSE, subject to official notice of issuance; and (f) Acquiror and MSC MergerSub the Company shall have determined to purchase the shares of MSC Common Stock pursuant each received letters from PricewaterhouseCoopers LLP to the Offer; provided that, effect that the Merger qualifies for "pooling of interests," accounting treatment if the MSC Merger Agreement is terminated under circumstances consummated in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger accordance with this Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummated.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement the Company Voting Proposal shall have been adopted approved by the affirmative vote Company Stockholders in the manner required under the MGCL, the rules of the stockholders NYSE and the Organizational Documents of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).; (b) No 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 United States, foreign, federal Governmental Entity of competent jurisdiction and no other legal restraint or state court or governmental authority prohibition shall be in effect which prohibits, restrains, restrains or enjoins or restricts the consummation of the Merger, the Offer or the MSC Merger.; (c) Any waiting period 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 Registration Statement nor shall proceedings for that purpose have been threatened, and any material Blue Sky Law permits and approvals applicable to the Merger under the HSR Act shall have terminated or expired. (d) All registration of the Offer Conditions, other than the consummation of the Merger, Parent Common Stock to be exchanged for Company Common Stock shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offerobtained; provided that, if this condition cannot be satisfied before the MSC Merger Agreement is terminated under circumstances 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 which Parent is entitled the Merger; (d) all filings required to be made prior to the payment 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 fees set forth in Section 8.3(a)(ii) 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 MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled foregoing to waive the satisfaction risk of the conditions in this Section 5.1(d).criminal liability; (e) The Woodbank Merger 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 consummated.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 Stock Election shall be deemed to have been revoked and only Cash Consideration shall be paid in the Merger; and

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement shall have been adopted approved by the affirmative vote of the stockholders of the Company by the requisite vote in accordance with the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote holders of a majority of the outstanding Shares)shares of Company Common Stock. The issuance of Parent Common Stock in the Merger shall have been approved by the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (b) 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 United States, foreign, federal or state court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the Offer parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Mergerother order to be vacated or lifted. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) All 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 any material "blue sky" and other state securities laws applicable to the registration of the Offer Conditions, other than the consummation of the Merger, Parent Common Stock to be exchanged for Company Common Stock shall have been satisfied and MSC MergerSub shall have determined to purchase the shares of MSC Common Stock pursuant to the Offer; provided that, if the MSC Merger Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d)complied with. (e) The Woodbank Merger shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been consummatedapproved for listing on the NYSE, subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger shall be subject to the satisfaction (or, in the case of Section 5.1(d) below, the waiver, to the extent available, by Parent) at or prior to the Effective Time Closing Date of the following conditions: (a) This Agreement the Company Voting Proposals shall have been adopted approved by the affirmative vote of the stockholders shareholders of the Company by in the requisite vote in accordance with manner required under the CGCL and the Organizational Documents of the Company's Certificate of Incorporation and the DGCL (which the Company has represented shall be solely the affirmative vote of a majority of the outstanding Shares).; (b) No the Pan Pacific Voting Proposals shall have been approved by the stockholders of Pan Pacific in the manner required under the MGCL, the rules of the NYSE and the Organizational Documents of Pan Pacific; (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 United States, foreign, federal Governmental Entity of competent jurisdiction and no other legal restraint or state court or governmental authority prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; PROVIDED, HOWEVER, that the Offer Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or the MSC Merger. (c) Any waiting period applicable other order to the Merger under the HSR Act shall have terminated be vacated or expired.lifted; (d) All there shall not be instituted or pending any Action by a Governmental Entity or any other Person as a result of this Agreement or any of the Offer Conditionstransactions contemplated herein which causes a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect (assuming for purposes of this SECTION 7.1(D) that the Merger shall have occurred); (e) 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, other than and any material Blue Sky Law permits and approvals applicable to the registration of the Pan Pacific Common Stock to be exchanged for Company Shares shall have been obtained; (f) 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 Merger, transactions contemplated hereby shall have been satisfied made or obtained, except where the failure to obtain such consents would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect and MSC MergerSub 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; (g) all consents or approvals of all Persons (other than Governmental Entities and the limited partners of Western/Pinecreek Partnership) required for or 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 determined been obtained and shall be in full force and effect, except for those the failure of which to purchase obtain would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect; and (h) the shares of MSC Pan Pacific Common Stock issuable to the holders of Company Shares pursuant to the Offer; provided that, if the MSC Merger this Agreement is terminated under circumstances in which Parent is entitled to the payment of the fees set forth in Section 8.3(a)(ii) of the MSC Merger Agreement, Parent (in its sole and absolute discretion) shall be entitled to waive the satisfaction of the conditions in this Section 5.1(d). (e) The Woodbank Merger shall have been consummatedapproved for listing on the NYSE upon official notice of issuance.