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 will be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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the transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or cause such transactions to be rescinded; and (e) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger or the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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distribution.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG Spinco Registration Statement shall have been declared effective by the 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 Securities Act and the Exchange Act relating to the issuance and trading of shares of CPLG Spinco Common Stock shall have been obtained and be in effect, and such shares of CPLG Spinco Common Stock shall have been approved for listing on the New York Stock Exchange; (c) The Distribution NASDAQ Global Market, and the Separation shall have been consummated in all material respects in accordance with the terms of the Distribution Separation Agreement; (dc) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (ed) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger or the Distribution shall will be in effect, and no statute, rule, regulation, order, injunction or decree shall will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins prohibits or makes illegal the consummation of the Merger or the DistributionMerger.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval the Company Voting Proposal shall have been obtained approved by the Company Stockholders in the manner required under the MGCL, the rules of the NYSE and continue to be in full force and effectthe Organizational Documents of the Company; (b) The CPLG 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 Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the 61 consummation of the Merger; provided, however, that the Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or 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 been declared become effective by under the SEC Securities Act and shall not be the subject of any stop order or suspending the effectiveness of the Registration Statement nor shall proceedings seeking a stop orderfor that purpose have been threatened, all necessary and any material Blue Sky Law permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating approvals applicable to the issuance and trading registration of shares of CPLG the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained and obtained; (e) all filings required to be in effectmade 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 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 foregoing to the risk of criminal liability; and (f) the shares of CPLG Parent Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms NYSE upon official notice of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionissuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained approved by the affirmative vote of the holders of a majority of the outstanding shares of Company Voting Common Stock and continue Series A Preferred Stock (voting together as a single class) entitled to be vote thereon. The issuance of Parent Common Stock in full force and effect;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) The CPLG Registration Statement No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been declared enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. (c) Any waiting period applicable to the Merger under the HSR Act shall have terminated or expired. (d) The Form S-4 and any required post-effective by amendment thereto shall have become effective under the SEC Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under any material "blue sky" and other state securities or “blue sky” laws, the Securities Act and the Exchange Act relating laws applicable to the issuance and trading registration of shares of CPLG the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained and be in effect, and such complied with. (e) The shares of CPLG Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms NYSE, subject to official notice of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionissuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger will and the other transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG the Registration Statement shall have been declared become effective by under the SEC Securities Act and shall not be the subject of any stop order or suspending the effectiveness of the Registration Statement nor shall proceedings seeking a stop order, all necessary permits and authorizations for that purpose have been threatened; (b) the BPW Voting Proposal shall have received the BPW Requisite Vote in the manner required under state securities or “blue sky” lawsthe DGCL, the Securities Act rules of the AMEX and the Exchange Act relating to the issuance and trading Organizational Documents 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 New York Stock ExchangeBPW; (c) The Distribution the time period for the valid exercise of conversion rights shall have been consummated terminated and, as of such time, holders of less than thirty-five percent (35%) of the outstanding shares of BPW Common Stock issued in all material respects the IPO shall have validly exercised their conversion rights (as determined in accordance with the terms of the Distribution AgreementBPW Charter); (d) Any applicable waiting period (and any extension thereof) under the HSR Act Warrant Exchange Offer shall have expired been consummated (or been terminated, and no Proceeding shall be pending before, or threatened in writing by, is being consummated substantially simultaneously with the Antitrust Division of the 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; andClosing); (e) 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 decree other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins 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 consummation of the Merger or (ii) provide a reasonable basis to conclude that the DistributionCompany, 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; (f) any waiting periods under the HSR Act applicable to the Merger and all other transactions contemplated hereby or by the Ancillary Agreements shall have expired or been terminated; and (g) all filings required to be made prior to the Closing by any Party or, in the case of the Company, 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 transactions contemplated hereby or by the Ancillary Agreements (other than under the HSR Act) shall have been made or obtained, except where the failure to obtain such consents would not reasonably be expected to cause a Company Material Adverse Effect or a BPW Material Adverse Effect.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained and continue to be in full force and effect;adopted by the stockholders of the Company by the Merger Requisite Votes. (b) The CPLG Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop orderNo law, all necessary permits and authorizations under state securities or “blue sky” laws, the 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (e) 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 decree 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 (and still be in effecti) by any United States Governmental Entity, (ii) the European Commission or any United Kingdom Governmental Entity, (iii) any Governmental Authority of the jurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, or (iv) any Governmental Entity that prohibitsother than one referred to in clauses (i), restrains(ii) or (iii), enjoins unless, in the case of this clause (iv), failing to comply with such Order would not, individually or makes illegal 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; 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. (i) 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) (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 jurisdictions listed on Schedule 7.1(b) of the Company Disclosure Schedule, shall be pending seeking to enjoin, prohibit or restrain or challenging the consummation of the Merger or the Distributionother transactions contemplated hereby and (ii) no other action, suit or proceeding shall be pending seeking to enjoin, prohibit or restrain or challenging the consummation of the Merger or the other transactions contemplated hereby, unless, in 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 Company, Parent or their respective subsidiaries. (e) The 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 received. (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 to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) fulfillment at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been obtained approved and continue to adopted by the requisite vote of the stockholders of Christiana and EVI, as may be in full force required by law, by the rules of the NYSE, by Section 5.3(a) and effectby any applicable provisions of their respective charters or bylaws; (b) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable 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 order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental 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 Proceeding stop-order suspending the effectiveness thereof shall be pending beforehave been issued and no proceedings for that purpose shall have been initiated or, or threatened in writing by, to the Antitrust Division knowledge of the Department of Justice or parties, threatened by 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; andCommission; (e) No orderThere shall have been obtained any and all material permits, injunction approvals and consents of securities or decree issued by blue sky commissions of any Governmental Entity jurisdiction, and of competent jurisdiction preventing any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger or and the Distribution shall transactions contemplated thereby will be in effectcompliance with applicable laws, and no statute, rule, regulation, order, injunction or decree the failure to comply with which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ EVI MAE; (f) The shares of EVI Common Stock issuable upon consummation of the Merger shall have been enactedapproved for listing on the NYSE, enteredsubject to official notice of issuance; (g) EVI, promulgated or enforced 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 still be in effectconsents of third Persons (i) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the granting of which is necessary for the consummation of the Merger Merger, the Logistic Sale or the Distributiontransactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ an EVI MAE.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) fulfillment at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval Ercon shall have been obtained and continue to be in full force and effect;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 requisite vote of the stockholders of GulfMark and EVI, as may be required by law, by the rules of The CPLG Nasdaq Stock Market and the New York Stock Exchange and by any applicable provisions of their respective charters or bylaws; (c) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) No order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental 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 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 Securities Act and the Exchange Act relating to the issuance and trading of shares of CPLG Common Stock 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 effectcompliance with applicable laws, and such the failure to comply with which would have a GulfMark MAE or EVI MAE; (g) The shares of CPLG EVI Common Stock issuable upon consummation of the Merger shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms , subject to official notice of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 rescindedissuance; and (eh) No order, injunction or decree issued by any Governmental Entity All approvals and consents of competent jurisdiction preventing third Persons (i) the granting of which is necessary for the consummation of the Merger Merger, the Distribution or the Distribution shall be transactions contemplated in effect, connection therewith and no statute, rule, regulation, order, injunction (ii) the non-receipt of which would have a GulfMark MAE or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionan EVI MAE.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (satisfaction, or waiver by the party entitled to the benefit thereof) waiver, at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval G▇▇▇ shall have been obtained and continue transferred all of the membership interests of G▇▇▇ Publishing, LLC to be in full force and effectTCM; (b) The CPLG Registration Statement 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, order and all necessary permits and authorizations under state securities or “blue sky” laws, Blue Sky Laws necessary to carry out the Securities Act and the Exchange Act relating to the issuance and trading of shares of CPLG Common Stock transactions contemplated hereby shall have been obtained and be in effect, and such shares of CPLG Common Stock ; (e) the Company Stockholders’ Action shall have been approved for listing on and adopted by the New York Stock Exchangestockholders of the Company in satisfaction of the Company Stockholders’ Vote Condition at the Company Stockholders’ Meeting or by written consent in accordance with Georgia Law and the Company Articles of Incorporation; (cf) The Distribution all other consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Governmental Entity required to consummate the Spin-off and to consummate the Merger shall have been consummated filed, made or 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 all material respects place a structure in accordance order to provide Merger Sub and indirectly, TCM, with the terms benefit of the Distribution Agreementsuch assets); (dg) Any applicable waiting period (all notices to, and any extension thereof) consents, approvals or waivers of, all persons under the HSR Act agreements, instruments or documents listed in Schedule 6.01(g) shall have expired been given or obtained in a form and manner reasonably acceptable to TCM and the Company; (h) there shall not have been terminated, and no Proceeding shall be pending beforeany action taken, or threatened in writing byany Law enacted, promulgated, issued or deemed applicable to the Merger by any Governmental Entity, that would (i) prohibit the Surviving Corporation’s ownership or operation of all or a material portion of the Company’s business or assets, or compel the Surviving Corporation or TCM to dispose of or hold separately all or a material portion of the Company’s or TCM’s business or assets, as 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, including without limitation, the Antitrust Division right to vote any such shares on all matters properly presented to the stockholders of the Department of Justice or the Federal Trade Commission wherein an unfavorable Surviving Corporation; (i) no judgment, decreeorder, injunction, order decree 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 (e) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing restraining, enjoining or otherwise prohibiting the consummation of the Merger or the Distribution shall have been issued and then be in effect, and no statute, rule, regulationeffect (provided that the parties hereto shall use their commercially reasonable efforts to have any such judgment, order, injunction injunction, decree or decree ruling vacated or lifted), nor shall there have been any Law enacted, entered, promulgated enforced or enforced (and still be in effect) by any Governmental Entity deemed applicable to the Merger that prohibits, restrains, enjoins or makes illegal the consummation of the Merger illegal; and (j) the shares of TCM Common Stock to be issued or reserved that constitute the DistributionMerger Consideration shall be approved for listing on Nasdaq, 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 will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) fulfillment at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been obtained approved and continue to adopted by the requisite vote of the stockholders of Christiana and Weatherford, as may be in full force required by law, by the rules of the NYSE, by Section 5.3(a) and effectby any applicable provisions of their respective charters or bylaws; (b) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable 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 order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental 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 Proceeding stop-order suspending the effectiveness thereof shall be pending beforehave been issued and no proceedings for that purpose shall have been initiated or, or threatened in writing by, to the Antitrust Division knowledge of the Department of Justice or parties, threatened by 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; andCommission; (e) No orderThere shall have been obtained any and all material permits, injunction approvals and consents of securities or decree issued by blue sky commissions of any Governmental Entity jurisdiction, and of competent jurisdiction preventing any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger or and the Distribution shall transactions contemplated thereby will be in effectcompliance with applicable laws, and no statute, rule, regulation, order, injunction the failure to comply with which would have a ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ or decree ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇; (f) The shares of Weatherford Common Stock issuable upon consummation of the Merger shall have been enactedapproved for listing on the NYSE, enteredsubject to official notice of issuance; (g) Weatherford, promulgated or enforced 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 still be in effectconsents of third Persons (i) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the granting of which is necessary for the consummation of the Merger Merger, the Logistic Sale or the Distributiontransactions contemplated in connection therewith and (ii) the non-receipt of which would have a ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ or an ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained and continue to be in full force and effect;approved by the stockholders of the Company by the Company Requisite Vote. (b) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (ci) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired been terminated or shall have expired; (ii) all required approvals by the European Commission applicable to the Merger under applicable Law shall have been terminatedobtained 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. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and no Proceeding (ii) there shall not be instituted or pending beforeany action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement, or threatened in writing by, the Antitrust Division of the 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 (B) cause the transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or cause such transactions to be rescinded; and (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionrescinded following consummation.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) fulfillment at or prior to the Effective Time of each Closing Date of the following conditions: : (a) The Requisite Stockholder Approval This Agreement and the Merger (and the Logistic Sale in the case of Christiana) shall have been obtained approved and continue to adopted by the requisite vote of the stockholders of Christiana and Weatherford, as may be in full force required by law, by the rules of the NYSE, by Section 5.3(a) and effect; by any applicable provisions of their respective charters or bylaws; (b) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable 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 order shall have been entered and remain in effect in any action or proceeding before any foreign, federal or state court or governmental 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 Proceeding stop-order suspending the effectiveness thereof shall be pending beforehave been issued and no proceedings for that purpose shall have been initiated or, or threatened in writing by, to the Antitrust Division knowledge of the Department of Justice or parties, threatened by 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 rescindedCommission; and (e) No orderThere shall have been obtained any and all material permits, injunction approvals and consents of securities or decree issued by blue sky commissions of any Governmental Entity jurisdiction, and of competent jurisdiction preventing any other governmental body or agency, that reasonably may be deemed necessary so that the consummation of the Merger or and the Distribution shall transactions contemplated thereby will be in effectcompliance with applicable laws, and no statute, rule, regulation, order, injunction or decree the failure to comply with which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ a Weat▇▇▇▇▇▇▇ ▇▇▇; (f) The shares of Weatherford Common Stock issuable upon consummation of the Merger shall have been enactedapproved for listing on the NYSE, enteredsubject to official notice of issuance; (g) Weatherford, promulgated or enforced 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 still be in effectconsents of third Persons (i) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the granting of which is necessary for the consummation of the Merger Merger, the Logistic Sale or the Distributiontransactions contemplated in connection therewith and (ii) the non-receipt of which would have a Chri▇▇▇▇▇▇ ▇▇▇ ▇▇ a Weat▇▇▇▇▇▇▇ ▇▇▇.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval the Company Voting Proposal shall have been obtained approved by the Company Stockholders in the manner required under the MGCL, the rules of the NYSE and continue to be in full force and effectthe Organizational Documents of the Company; (b) The CPLG 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 Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains or enjoins the consummation of the Merger; (c) if Parent has made a Stock Election, the Registration Statement shall have been declared become effective by under the SEC Securities Act and shall not be the subject of any stop order or suspending the effectiveness of the Registration Statement nor shall proceedings seeking a stop orderfor that purpose have been threatened, all necessary and any material Blue Sky Law permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating approvals applicable to the issuance and trading registration of shares of CPLG the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained obtained; 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 effectthe Merger; (d) 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 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 foregoing to the risk of criminal liability; (e) if Parent has made a Stock Election, the shares of CPLG Parent Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have been approved for listing on the New York NYSE upon official notice of issuance; provided that, if this condition cannot be satisfied before the Termination Date and Parent has made a Stock Exchange; (c) The Distribution Election, such Stock Election shall be deemed to have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (revoked and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding only Cash Consideration shall be pending before, or threatened paid in writing by, the Antitrust Division of the 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 rescindedMerger; and (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distribution.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party (provided that Parent shall be entitled to waive satisfaction of the benefit thereofconditions set forth in clauses (iv) and (v) of Section 7.1(b) in 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 Company or its subsidiaries) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained adopted by the stockholders of the Company by the Company Requisite Vote and continue to be in full force and effect;the stockholders of Parent shall have approved all the matters contemplated by Section 4.4 of this Agreement by the Parent Requisite Vote. (bi) The CPLG Registration Statement shall have been declared effective by the 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 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 New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired 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 terminatedapproved, as applicable, and no Proceeding 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 pending beforein effect, and no proceeding for that purpose shall then be threatened by the SEC or threatened 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) The Parent Common Shares (including Parent Common Shares underlying Parent Depository Shares) to be issued pursuant to the Merger shall have been admitted to trading on Eurolist by Euronext Amsterdam and this admission shall have become effective in writing byaccordance 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, the Antitrust Division 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 Department 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 Justice the Merger or the Federal Trade Commission wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of other transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or any of the transactions contemplated hereby or thereby, declare unlawful (B) cause the transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or cause such transactions to be rescinded; and (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionrescinded following consummation.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations ----------------------------------------------------------- obligation of each party to effect the Merger will be is subject to the satisfaction (or waiver by the party entitled for whose benefit such condition exists, to the benefit thereof) at extent permitted by law, on or prior to the Effective Time of each Closing Date) of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG Registration Statement shall have been declared effective by the 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” lawsthis Merger Agreement, the Securities Act Merger 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 Transactions shall have been approved for listing on and adopted by the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects requisite vote of the shareholders of the Company in accordance with the terms Company's Certificate of the Distribution AgreementIncorporation and New Jersey Law; (di) Any applicable the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminatedterminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, and no Proceeding then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall be pending before, or threatened in writing by, the Antitrust Division have issued an Advance Ruling Certificate under Section 102 of the 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 Competition Act (Canada) in respect of the transactions contemplated hereby 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 thereby, declare unlawful (z) the transactions contemplated by this Agreement or applicable waiting period under Section 123 of the Spin-Off Transaction Agreements or cause such transactions Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to be rescinded; andapply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (ec) No 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, stay, decree, judgment or injunction or decree shall have been enacted, entered, issued, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins governmental authority or makes a court of competent jurisdiction which has the effect of making the Merger illegal the or otherwise prohibiting consummation of the Merger or of limiting or restricting in any material respect the DistributionSurviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Effective Time; (d) thirty (30) days shall have elapsed since the Canadian Notice Date; and (e) the Company shall have (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 will be are subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval This Agreement shall have been obtained approved and continue adopted by the affirmative vote of the holders of a majority of the outstanding Shares entitled to be in full force and effectvote thereon; (b) The CPLG Registration Statement shall have been declared effective by consummation of the SEC and Merger shall not be the subject of prohibited by any stop order statute, rule or proceedings seeking a stop orderregulation enacted, all necessary permits and authorizations under state securities promulgated or “blue sky” laws, the Securities Act and the Exchange Act relating deemed applicable to the issuance and trading Merger by any government or governmental agency that prohibits or makes illegal consummation 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 New York Stock ExchangeMerger; (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 Distribution Company shall have obtained, in connection with the Merger, the affirmative vote of a majority of the 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. (f) The 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, Cinergi Productions, N.V. Inc. and ▇▇▇▇ Disney Pictures and Television, dated April 3, 1997, as amended (the "Library Sale Agreement"), shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 rescindedrespects; and (eh) No orderThe transactions contemplated by that certain Assignment Agreement dated as of July 14, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing 1997 between Twentieth Century Fox Film Corporation, on the consummation of the Merger or the Distribution shall be in effectone hand, and no statutethe Company and Cinergi Productions N.V. Inc., ruleon the other hand, regulationas amended (the "Fox Assignment Agreement"), order(including, injunction or decree 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 (and still be consummated in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionall material respects.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval this Agreement and the Merger shall have been obtained approved by the affirmative vote of the shareholders of the Company by the Company Requisite Vote in accordance with the Company's articles of incorporation and continue to be in full force and effectthe MBCA; (b) The CPLG Registration Statement no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been declared enacted, entered, promulgated or enforced (i) by any United States or state court or 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 the consummation of the Merger; provided, however, that any party invoking this condition has complied with its obligations under Section 6.8; (c) there shall have expired or been terminated the waiting periods (and any extension thereof) applicable to the Merger under or the Merger shall have been approved pursuant to (i) the HSR Act 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 its subsidiaries' activities in such jurisdictions that was inaccurate or incomplete; and (d) the Form S-4 shall have become effective by under the SEC Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under any material "blue sky" and other state securities or “blue sky” laws, the Securities Act and the Exchange Act relating laws applicable to the issuance registration and trading qualification of the shares of CPLG Parent Common Stock to be issued in the Merger shall have been obtained and be in effect, and such shares of CPLG Common Stock shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated complied with in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionrespects.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval this Agreement and the Merger shall have been obtained approved by the stockholders of the Company and continue to be the stockholders of Acquiror in full force the manner required under the DGCL and effectthe certificate of incorporation of the Company and Acquiror, respectively; (b) The CPLG Registration Statement no statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been declared enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits, restrains, enjoins or restricts the consummation of the Merger; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (c) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired; (d) the Registration Statement and any required post-effective by amendment thereto shall have become effective under the SEC Securities Act 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 Securities Act and the Exchange Act relating any material Blue Sky Laws applicable to the issuance and trading registration of shares of CPLG the Acquiror Common Stock to be exchanged for Company Stock shall have been obtained and be in effectcomplied with; (e) the shares of Acquiror Common Stock issuable to the holders of Company Stock pursuant to this Agreement, and such shares upon exchange of CPLG Common Stock the Exchangeable Shares from time to time, shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms NYSE, subject to official notice of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 rescindedissuance; and (ef) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing Acquiror and the consummation of Company shall have each received letters from PricewaterhouseCoopers LLP to the effect that the Merger or the Distribution shall be qualifies for "pooling of interests," accounting treatment if consummated in effect, and no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionaccordance with this Agreement.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG Registration Statement shall have been declared effective by the 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 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 This Agreement shall have been approved for listing on by the New York Stock Exchange;stockholders of the Company by the Company Requisite Vote. (ci) The Distribution shall have been consummated in all material respects in accordance with the terms of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired been terminated or shall have expired; (ii) all required approvals by the European Commission applicable to the Merger under applicable Law shall have been terminatedobtained 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. (i) No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is in effect which would, and no Proceeding (ii) there shall not be instituted or pending beforeany action, suit or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger or the other transactions contemplated by this Agreement, or threatened in writing by, the Antitrust Division of the 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 (B) cause the transactions contemplated by this Agreement or the Spin-Off Transaction Agreements or cause such transactions to be rescinded; and (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionrescinded following consummation.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party Party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each Closing Date of the following conditions: (a) The Requisite Stockholder Approval the Company Voting Proposals shall have been obtained approved by the shareholders of the Company in the manner required under the CGCL and continue to be in full force and effectthe Organizational Documents of the Company; (b) The CPLG 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 Governmental Entity of competent jurisdiction and no other legal restraint or prohibition shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger; PROVIDED, HOWEVER, that the Parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted; (d) 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 transactions 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 been declared become effective by under the SEC Securities Act and shall not be the subject of any stop order or suspending the effectiveness of the Registration Statement nor shall proceedings seeking a stop orderfor that purpose have been threatened, all necessary 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 under state securities required to be obtained prior to the Closing by any Party or “blue sky” lawsany of its respective Subsidiaries from, any Governmental Entity in connection with the Securities Act execution and delivery of this Agreement and the Exchange Act relating consummation of the 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 Pan Pacific Material Adverse Effect and 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 issuance risk of criminal liability; (g) all consents or approvals of all Persons (other than Governmental Entities and trading the limited partners of shares Western/Pinecreek Partnership) required for or in connection with or as a result of CPLG Common Stock the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, and such except for those the failure of which to obtain would not cause a Company Material Adverse Effect or a Pan Pacific Material Adverse Effect; and (h) the shares of CPLG Pan Pacific Common Stock issuable to the holders of Company Shares pursuant to this Agreement shall have been approved for listing on the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects in accordance with the terms NYSE upon official notice of the Distribution Agreement; (d) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, and no Proceeding shall be pending before, or threatened in writing by, the Antitrust Division of the 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 (e) 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, order, injunction or decree shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the Distributionissuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations obligation of each party to effect the Merger will be is subject to the satisfaction (or waiver by the party entitled for whose benefit such condition exists, to the benefit thereof) at extent permitted by law, on or prior to the Effective Time of each Closing Date) of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The CPLG Registration Statement shall have been declared effective by the 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” lawsthis Merger Agreement, the Securities Act Merger 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 Transactions shall have been approved for listing on and adopted by the New York Stock Exchange; (c) The Distribution shall have been consummated in all material respects requisite vote of the shareholders of the Company in accordance with the terms Company's Certificate of the Distribution AgreementIncorporation and New Jersey Law; (di) Any applicable the waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminatedterminated and (ii) if the Competition Act (Canada) is applicable to the Transactions, and no Proceeding then (x) the Commissioner of Competition (the "Commissioner") appointed under the Competition Act (Canada) shall be pending before, or threatened in writing by, the Antitrust Division have issued an Advance Ruling Certificate under Section 102 of the 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 Competition Act (Canada) in respect of the transactions contemplated hereby 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 thereby, declare unlawful (z) the transactions contemplated by this Agreement or applicable waiting period under Section 123 of the Spin-Off Transaction Agreements or cause such transactions Competition Act (Canada) shall have expired without the Commissioner's having notified Parent that the Commissioner intends to be rescinded; andapply to the Competition Tribunal for an order under Section 92 of the Competition Act (Canada) in respect of the Shares; (ec) No 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, stay, decree, judgment or injunction or decree shall have been enacted, entered, issued, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits, restrains, enjoins governmental authority or makes a court of competent jurisdiction which has the effect of making the Merger illegal the or otherwise prohibiting consummation of the Merger or of limiting or restricting in any material respect the DistributionSurviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Effective Time; (d) thirty (30) days shall have elapsed since the Canadian Notice Date; and (e) the Company shall have (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.