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

Conditions to Obligations of Each Party. The obligations of Elf, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal the consummation of the Transactions or the Other Transactions or to obtain substantial damages with respect to the consummation of the Transactions or the Other Transactions, and adopted by the stockholders of Elf there shall not be in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive effect any order, decree injunction, judgment decree, ruling or injunction shall have been enactedarbitration award of a Authority of competent jurisdiction restraining, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal enjoining or otherwise prohibiting the consummation of the Merger Transactions or the transactions contemplated herebyOther Transactions; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Transactions or the Other Transactions under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or early termination shall have been granted; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 7.1(b)) all authorizations, consents or approvals required to be obtained from all Authorities prior to the consummation of the Transactions and the Other Transactions, shall have expired been obtained from all such Authorities, except for such authorizations, consents and approvals the failure to obtain would not reasonably be expected to have a Material Adverse Effect; (d) No more than forty percent (40%) of the Tower Sites and Tower Structures under this Agreement and the Other Purchase Agreement, taken in the aggregate, have been designated as either Rejected Sites or Remedial Sites (e) All of the closing conditions contained in Article 7 of the Other Purchase Agreement shall have been terminatedsatisfied or waived in accordance with the terms thereof, and the initial closing of the Other Transactions shall be occurring simultaneously with the Closing hereunder; and (df) the TULIP Merger The Escrow Agent shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed and delivered the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Remedial Site Escrow Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedif applicable.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to this Agreement to consummate the Merger are Transactions is subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) this Agreement shall have been approved No Law, and adopted no injunction or other order issued by any court or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, in each case that would prevent the stockholders consummation of Elf in accordance with Delaware Law;the Transactions. (b) no federalAll authorizations, state consents, orders or foreign statuteapprovals of, ruleor declarations or filings with, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect expiration of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period periods under the HSR Act or under the laws of any foreign competition law or regulation relating to of the Merger shall jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been terminated; andobtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the TULIP Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement (as amended or supplemented) has been declared effective and will be effective under the Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement will be pending before or threatened by the SEC. (f) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of New DHC Common Stock to be issued pursuant to the Merger shall have been consummated; provided that this condition shall approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance. (h) The registration statement on Form 10 (as amended or supplemented) of the Spin-Off Company has been declared effective and will be deemed effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to have been satisfied for all purposes the knowledge of this Agreement if DHC, investigation seeking a stop order or to suspend the effectiveness of such registration statement will be pending before or threatened by the SEC. (i) TULIP shareholder approval The shares of Series A common stock of the TULIP Merger shall not Spin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been obtained approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, completed or before June 15waived, 2001as applicable, (ii) except those documents and instruments necessary to complete the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without AMG Spin-Off that can only be delivered at or immediately prior to the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedSpin-Off Effective Time.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign or state court or Governmental Authority that would prevent or make illegal the consummation of the transactions contemplated herein; (b) 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; (c) WNR and the underwriters named in the Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the Registration Statement (the “Underwriting Agreement”); (d) all other approvals of Persons shall have been obtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have a Material Adverse Effect; (e) the representations and warranties of the parties hereto contained in this Agreement shall have been approved true and adopted by correct as of the stockholders date of Elf execution of this Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute a Material Adverse Effect; (f) the agreements and covenants of the parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute a Material Adverse Effect; (g) no Material Adverse Effect shall have occurred since the date of this Agreement; (h) each of the Owners shall have withdrawn as partners from WRC in accordance with the WRC Partnership Agreement and the Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminatedLP Act; and (di) the TULIP Merger shall have been consummated; provided that this condition WRGP shall be deemed to have been satisfied for all purposes admitted as the sole general partner of this Agreement if (i) TULIP shareholder approval WRC and WRLP shall be admitted as the sole limited partner of WRC, each in accordance with the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger WRC Partnership Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The obligations of Elfthe Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders shareholders of Elf the Company in accordance with Delaware Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) no federalthere shall not have been any action taken, state or foreign any statute, rule, regulation, executive orderjudgment, injunction, order or decree or injunction shall have been proposed, enacted, enteredenforced, promulgated or enforced issued, by any Governmental Entity which has court, government or governmental authority or agency, domestic, foreign or supranational, other than the effect application of making the waiting period provisions of the HSR Act to the Merger or the transactions contemplated hereby illegal or otherwise prohibiting and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated herebyby this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; and; (d) the TULIP Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been consummatedapproved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided provided, however, that this condition any such actions or filings shall not be deemed to have been satisfied for all purposes of this Agreement obtained if (i) TULIP shareholder approval of in connection with the TULIP Merger grant thereof there shall not have been obtained on an imposition by any governmental or before June 15regulatory authority of any condition, 2001requirement, (ii) the meeting restriction or change of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtainedregulation, or (iii) TULIP shall have failed any other action directly or indirectly related to perform in any material respect any obligation such grant taken by such governmental or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreementregulatory authority; provided further, such that the conditions set forth in this Section 9.02(a9.01(f) or 9.02(cshall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from ▇▇▇▇▇▇▇, Street and Deinard Professional Association and the receipt by Parent from Holland & ▇▇▇▇, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the TULIP Code and that each of Parent, Merger Agreement canSubsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be satisfiedapplicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Purchaser to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware LawRequired Vote at the Company Stockholder Meeting, at which a quorum is present; (b) no federal, state or foreign statute, rule, regulation, executive order, decree rule or injunction regulation shall have been enacted, entered, promulgated or enforced deemed applicable to the Merger by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prevents the consummation of the Merger or makes the transactions contemplated herebyconsummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; (c) any applicable waiting period (and any extension thereof) under the HSR Act or any foreign competition law or regulation relating applicable to the Merger shall have expired or been terminated; (d) all material authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity in connection with the Merger and the consummation of the other transactions contemplated by this Agreement shall have been filed or been obtained; and (de) the TULIP Merger S-4 shall have been consummated; provided that this condition declared effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 shall be deemed to have been satisfied in effect and no proceedings for all purposes of this Agreement if (i) TULIP shareholder approval of that purpose shall be pending before or threatened by the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedSEC.

Conditions to Obligations of Each Party. The obligations of Elfeach party to this Agreement to consummate, Parent and Merger Subsidiary or cause to consummate be consummated, the Merger are Transactions at the Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The SPAC Stockholders’ Approval shall have been obtained; (b) All waiting periods (and any extensions thereof) applicable to the Transactions under any Antitrust Law, and any commitments or agreements (including timing agreements) with any Governmental Authority not to consummate the Transactions before a certain date, shall have expired or been terminated, and all other Regulatory Approvals shall have been obtained; (c) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; (e) The Company Required Approval shall have been obtained; and (f) TopCo’s initial listing application with NYSE or Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and adopted by the stockholders TopCo Common Shares (including, for the avoidance of Elf in accordance with Delaware Law; (bdoubt, the TopCo Common Shares to be issued pursuant to the Transactions) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enactedapproved for listing on NYSE or Nasdaq, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedas applicable.

Conditions to Obligations of Each Party. The respective obligations of Elfeach Party to this Agreement to effect the Mergers and the other Transactions, Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) this Agreement The SPAC Shareholders’ Approval and the Company Shareholders’ Approval shall have been approved obtained and adopted by the stockholders of Elf shall remain in accordance with Delaware Lawfull force and effect; (b) The Proxy/Registration Statement shall have become effective under the Securities Act and no federal, state or foreign statute, rule, regulation, executive order, decree or injunction stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. (c) (i) the Company’s initial listing application with the Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of the Stock Exchange and the Company shall not have received any notice of non-compliance therewith, and (ii) the Company Ordinary Shares representing the Merger Consideration to be issued in connection with the Mergers shall have been conditionally approved for listing on the Stock Exchange, subject to official notice of issuance; (d) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (e) No Governmental Authority shall have enacted, enteredissued, promulgated promulgated, enforced or enforced by entered any Law (whether temporary, preliminary or permanent) or Governmental Entity Order that is then in effect and which has the effect of making the Merger or the transactions contemplated hereby Closing illegal or which otherwise prohibiting the prohibits consummation of the Merger or Closing (any of the transactions contemplated hereby;foregoing, a “restraint”), other than any such restraint that is immaterial. (cf) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger The Capital Restructuring shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of completed in accordance with the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) terms hereof and the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedCompany’s Organizational Documents.

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions: (a) this Agreement The Company Shareholder Approval shall have been obtained. (b) The shares of Parent Common Stock to be issued in the Merger shall have been approved and adopted by the stockholders for listing on Nasdaq, subject to official notice of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction issuance. The Form S-4 shall have been enacteddeclared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC. (c) The consummation of the Merger shall not be restrained, entered, promulgated enjoined or enforced prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity that is continuing and remains in effect (other than any such Order issued pursuant to or to enforce a Regulatory Law, which has Order is not material to Parent and its Subsidiaries (assuming consummation of the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting Transactions), taken as a whole) and no applicable Law shall be effective that prohibits the consummation of the Merger or (other than any Regulatory Law that is not material to Parent and its Subsidiaries (assuming consummation of the transactions contemplated hereby;Transactions), taken as a whole). (cd) any Any applicable waiting period period, together with any extensions thereof, under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d. All waivers, consents, clearances, approvals and authorizations under the Regulatory Laws set forth on ‎Section 6.1(d) of the TULIP Merger Company Disclosure Schedule with respect to the Transactions shall have been consummated; provided that this condition obtained and shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform remain in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedfull force and effect.

Conditions to Obligations of Each Party. The obligations of Elf, Parent the Company and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this (i) the Company/Subsidiary Merger Agreement and the Company/Subsidiary Merger shall have been approved and adopted by the stockholders holders of Elf a majority of the Company's outstanding capital stock entitled to vote for directors (voting as a class) in accordance with the DGCL and the Company/Subsidiary Certificate of Merger shall have been filed with the Secretary of State of the State of Delaware Lawin accordance with the DGCL, in each case prior to the approvals contemplated by Section 9.01(a)(ii), and (ii) this Agreement and the Merger shall have been approved by the holders of (x) a majority of the Company's outstanding capital stock entitled to vote for directors (voting as a class) in accordance with the DGCL and (y) the majority of the Company's outstanding capital stock entitled to vote for directors (other than the Continuing Shareholders) at the Company Stockholder Meeting; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger sale of the Equity Investments pursuant to the Equity Investments Sale Agreement shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Merger, shall have been taken, made or obtained; (e) receipt of a solvency opinion addressed to each of the Special Committee, the Board of Directors, Merger Subsidiary, the Sponsor and each of the Equity Investors, as to the solvency of the Surviving Corporation after giving effect to the Transactions; (i) the Equity Investments shall have been purchased pursuant to the terms and conditions of the Equity Investments Sale Agreement (without waiver, consent or amendment not previously approved by Merger Subsidiary in writing) and the Company shall have received no less than $125.0 million in cash (or, no less than $116.0 million in cash to the extent a right of first refusal process has not been completed prior to the Effective Time with respect to certain Equity Investments (but not by virtue of a refusal to consent to any such sale)) from such sale less any amounts placed in escrow or used to pay outstanding borrowings under the Credit Agreement pursuant to Section 6.01(g) and (ii) any amounts placed in escrow pursuant to Section 6.01(g) shall have been released from escrow; (g) the Employee Retention Committee will address various matters related to the Company's employees pursuant to an agreement of the majority of the members of such committee on terms consistent with Schedule 9.01(g); (h) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders shall have been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (di) unless the TULIP Merger Saturn Sales have been consummated in full prior to the Effective Time, the Company shall have been consummated; provided that this condition shall be deemed transferred the Saturn Equity Investment to have been satisfied for all purposes of this Agreement if a newly-formed wholly owned subsidiary (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c"Saturn Subsidiary") of the TULIP Company; provided, that the obligation of the Company to pay any Merger Agreement canConsideration Adjustment and the Option Consideration Adjustment shall continue to be the obligation of the Company or the Surviving Corporation, as the case may be, and shall not be satisfiedshifted to Saturn Subsidiary.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Contribution Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated herein under the HSR Act shall have expired or been approved and adopted by the stockholders of Elf in accordance with Delaware Lawterminated; (b) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or foreign statuteprovincial court or governmental agency or other federal, ruleforeign, regulation, executive order, decree state or injunction shall have been enacted, entered, promulgated provincial regulatory or enforced by any Governmental Entity which has the effect of making the Merger administrative agency or the transactions contemplated hereby commission that would prevent or make illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyherein; (c) any applicable waiting period under the HSR Act AHGP Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or any foreign competition law or regulation relating 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 Merger knowledge of the parties, threatened by the Commission; (d) AHGP, the General Partner and the underwriters named in the AHGP Registration Statement shall have expired executed an underwriting agreement for a firm commitment underwriting as described in the AHGP Registration Statement (the “Underwriting Agreement”); (e) all other approvals of Governmental Authorities and of non-governmental persons or entities shall have been terminatedobtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have an AHGP Material Adverse Effect; (f) the representations and warranties of the parties hereto contained in this Contribution Agreement shall have been true and correct as of the date of execution of this Contribution Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute an AHGP Material Adverse Effect; (g) the agreements and covenants of the parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute an AHGP Material Adverse Effect; (h) assignment agreements in form and substance reasonably acceptable to the parties hereto evidencing the transfers of partnership interests, limited liability company interests and common stock contemplated by Article II shall have been executed by the parties thereto; (i) each of AMH and AMH II shall have withdrawn as members of MGP in accordance with the MGP LLC Agreement and the Delaware LLC Act; and (dj) the TULIP Merger each of AMH, AMH II and SGP shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed and delivered the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Registration Rights Agreement, such that the conditions set forth a form of which is attached in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.Annex A.

Conditions to Obligations of Each Party. The obligations of Elfthe Company, Parent Acquiror and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Company shall have been approved and adopted by the stockholders of Elf obtained Company Shareholder Approval in accordance with Delaware Florida state corporate Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction laws shall have been enactedadopted or promulgated, enteredand no temporary restraining order, promulgated preliminary or enforced permanent injunction or other order issued by any Governmental Entity which a court or other governmental entity of competent jurisdiction shall be in effect, that (i) has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or (ii) otherwise, individually or in the transactions contemplated herebyaggregate, would have a Material Adverse Effect on Acquiror (including the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; provided, however, that each of the parties shall have used their best efforts to prevent the entry of any such temporary restraining order, injunction or other order, including, without limitation, taking such action as is required to comply with Section 8.01, and to appeal as promptly as possible any injunction or other order that may be entered; (c) all required approvals, applications, or notices with governmental entities and/or self-regulatory agencies shall have been obtained (the “Approvals”), except those approvals, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (d) no order suspending the use of the Company Proxy Statement or any applicable part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC; and (e) any waiting period (and any extension thereof) under the HSR Act or any foreign competition law or regulation relating applicable to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The obligations of Elf, Parent the Company and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of the following conditions: (a) this This Agreement shall have been approved and adopted by the stockholders holders of Elf not less than a majority of the Shares entitled to vote for directors in accordance with Delaware Lawthe MBCA; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation comparable period under the Antitrust Laws of other applicable jurisdictions relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) receipt of a solvency opinion addressed to each of the Board of Directors of the Company, Parent, and Merger Sub, as to the solvency of the Surviving Corporation after giving effect to the transactions contemplated by this Agreement; (e) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders set forth on the Disclosure Schedule shall have been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the transactions contemplated by this Agreement); and (df) all actions by or in respect of, or filings with, any governmental body, agency or authority required to permit the TULIP Merger consummation of the Merger, shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on taken, made or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Merger Sub shall have purchased shares of Company Common Stock pursuant to the Offer, except that this condition shall not be a condition to Parent's and Merger Sub's obligation to effect the Merger if Merger Sub shall have failed to purchase shares of Company Common Stock pursuant to the Offer in breach of (or as a result of Parent's breach of) this Agreement; (b) this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of Elf in accordance with Delaware Lawthe Company, if required by the DGCL; (bc) no federaljudgment, state injunction, order or foreign statute, rule, regulation, executive order, decree of a court or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity of competent jurisdiction shall be in effect which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the Merger Merger; provided, however, that no party may rely on this condition if it is in breach of its obligations under Section 4.05 hereof and such breach has, directly or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act indirectly, resulted in such judgment, injunction, order or any foreign competition law or regulation relating to the Merger shall have expired or been terminateddecree being in effect; and (d) (i) any waiting period applicable to consummation of the TULIP Merger under the HSR Act and any applicable foreign antitrust laws shall have expired or been terminated and (ii) all approvals required under any applicable foreign antitrust laws before consummation of the Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes obtained, except in the case of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, and (ii) above, such waiting periods (other than the meeting HSR Act) or approvals the failure of TULIP shareholders (including any adjournment thereto) shall which to expire or be obtained is not reasonably likely to have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, a Parent Material Adverse Effect or (iii) TULIP shall have failed to perform in any material respect any obligation a Company Material Adverse Effect or to comply in any material respect with any agreement or covenant of TULIP provide a reasonable basis to be performed or complied with by it under the TULIP Merger Agreement, such conclude that the conditions set forth in Section 9.02(a) parties hereto or 9.02(c) any of their respective directors, officers, agents, advisors or other representatives would be subject to the TULIP Merger Agreement cannot be satisfied.risk of criminal liability. ARTICLE VI

Conditions to Obligations of Each Party. The respective obligations of Elfeach Party to this Agreement to effect the Mergers and the other Transactions, Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) this Agreement The Capital Restructuring shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Lawcompleted; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction The SPAC Shareholders’ Approval and the Company Shareholders’ Approval shall have been obtained; (c) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) (i) the Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq and the Company shall not have received any notice of non-compliance therewith, and (ii) the Registrable Securities to be issued in connection with the Mergers shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance; (e) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (f) No Governmental Authority shall have enacted, enteredissued, promulgated promulgated, enforced or enforced by entered any Law (whether temporary, preliminary or permanent) or Governmental Entity Order that is then in effect and which has the effect of making the Merger or the transactions contemplated hereby Closing illegal or which otherwise prohibiting the prohibits consummation of the Merger or the transactions contemplated hereby; Closing (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15foregoing, 2001a “restraint”), (ii) the meeting of TULIP shareholders (including other than any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such restraint that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedis immaterial.

Conditions to Obligations of Each Party. The obligations of Elfthe Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Lawobtained; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) the TULIP Registration Statement shall have been declared effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the Tyco Common Shares to be issued in the Merger shall have been consummatedapproved for listing on the New York Stock Exchange, subject to official notice of issuance; provided and (f) The Company shall have received an opinion, dated the Closing Date, of Ropes & ▇▇▇▇ in form and substance reasonably satisfactory to the Company, and Parent shall have received an opinion, dated the Closing Date, of PricewaterhouseCoopers LLP in form and substance reasonably satisfactory to Parent, to the effect that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the TULIP Merger shall not have been obtained on or before June 15Code, 2001, and (ii) the meeting transfer of TULIP shareholders (including any adjournment thereto) shall have concluded without Company Common Stock by Company stockholders pursuant to the approval Merger, other than by Company stockholders who are or will be "5% transferee shareholders" within the meaning of the TULIP Merger Agreement from the TULIP shareholders having been obtainedTreasury Regulation Section 1.367(a)-3(c)(5)(ii), or (iii) TULIP shall have failed will not be treated as a transfer to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP an entity that is not considered to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in a corporation pursuant to Section 9.02(a) or 9.02(c367(a)(1) of the TULIP Merger Agreement cannot Code and the Treasury Regulations thereunder. In rendering such opinion, Ropes & ▇▇▇▇ and PricewaterhouseCoopers LLP shall be satisfiedentitled to rely on customary representations and covenants of officers of Tyco, Parent and the Company in form and substance reasonably satisfactory to them and other reasonable assumptions set forth therein.

Conditions to Obligations of Each Party. The obligations of Elf, the Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the stockholders of Elf the Company in accordance with Delaware Maryland Law; (b) no federalapplicable law and no judgment, state injunction, order or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger and no action or proceeding by any Governmental Entity or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency shall be pending that challenges, seeks to make illegal, or otherwise directly or indirectly to restrain or prohibit the Merger or the transactions contemplated herebyBank Merger; (c) any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or any foreign competition Maryland state law or regulation relating to the Merger shall have expired or been terminated; and; (d) the TULIP Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been consummated; provided that this condition approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance; (f) all actions or approvals by or in respect of, or filings with, any Governmental Entity and any Regulatory Authority required to permit the consummation of the Merger, including the Required Filings and Approvals, shall be deemed to have been satisfied for all purposes of this Agreement if taken, obtained or made; and (g) Parent and the Company shall have received an opinion from RSM McGladrey, Inc. that: (i) TULIP shareholder approval The Merger will qualify as a “reorganization” under Section 368(a) of the TULIP Merger shall not have been obtained on or before June 15, 2001, Code; (ii) No gain or loss will be recognized by Parent or the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval Company by reason of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or Merger; (iii) TULIP shall have failed to perform No gain or loss will be recognized by any Company shareholder (except in any material respect any obligation connection with the receipt of cash in lieu of a fractional share of Parent Stock or to comply upon exercise of dissenters’ rights) upon the exchange of Company Shares for Parent Stock in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(aMerger; (iv) or 9.02(c) The basis of the TULIP Merger Agreement cannot Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be satisfiedthe same as the basis of the Company Shares surrendered in exchange therefor (subject to adjustments required as a result of receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock received by a Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been received as a distribution in redemption of a fractional share interest of Parent Stock which he, she or it would otherwise be entitled to receive, subject to the provisions and limitations of Section 302 of the Code. In rendering such opinion, RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company.

Conditions to Obligations of Each Party. The obligations of Elf, the Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the stockholders of Elf the Company in accordance with Delaware Maryland Law; (b) no federalapplicable law and no judgment, state injunction, order or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger and no action or proceeding by any Governmental Entity or by any other Person, domestic, foreign or supranational, before any court or governmental authority or agency shall be pending that challenges, seeks to make illegal, or otherwise directly or indirectly to restrain or prohibit the Merger or the transactions contemplated herebyBank Merger; (c) any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or any foreign competition Maryland state law or regulation relating to the Merger shall have expired or been terminated; and; (d) the TULIP Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been consummated; provided that this condition approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance; (f) all actions or approvals by or in respect of, or filings with, any Governmental Entity and any Regulatory Authority required to permit the consummation of the Merger, including the Required Filings and Approvals, shall be deemed to have been satisfied for all purposes of this Agreement if taken, obtained or made; and (g) Parent and the Company shall have received an opinion from RSM McGladrey, Inc. that: (i) TULIP shareholder approval The Merger will qualify as a "reorganization" under Section 368(a) of the TULIP Merger shall not have been obtained on or before June 15, 2001, Code; (ii) No gain or loss will be recognized by Parent or the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval Company by reason of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or Merger; (iii) TULIP shall have failed to perform No gain or loss will be recognized by any Company shareholder (except in any material respect any obligation connection with the receipt of cash in lieu of a fractional share of Parent Stock or to comply upon exercise of dissenters' rights) upon the exchange of Company Shares for Parent Stock in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(aMerger; (iv) or 9.02(c) The basis of the TULIP Merger Agreement cannot Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be satisfiedthe same as the basis of the Company Shares surrendered in exchange therefor (subject to adjustments required as a result of receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock received by a Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been received as a distribution in redemption of a fractional share interest of Parent Stock which he, she or it would otherwise be entitled to receive, subject to the provisions and limitations of Section 302 of the Code. In rendering such opinion, RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent CHSC and Merger Subsidiary Farmland to consummate the Merger are Transaction and other matters described in this Agreement are, at their respective options, subject to the satisfaction or waiver of each of the following conditionsconditions on or before the Closing Date: (a) this Agreement The members of CHSC shall have been approved this Agreement, the Plan of Merger, and adopted by the stockholders of Elf Transaction, all in accordance with Delaware Lawthe requirements of applicable law and the Articles of Incorporation and Bylaws of CHSC; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction The members of Farmland shall have been enactedapproved this Agreement, enteredthe Plan of Merger, promulgated or enforced by any Governmental Entity which has and the effect Transaction, all in accordance with the requirements of making applicable law and the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation Articles of the Merger or the transactions contemplated herebyIncorporation and Bylaws of Farmland; (c) any If Structure B is to be used to effect the combination, all steps then legally feasible to reincorporate the Surviving Entity as a Minnesota cooperative association (as described in Section 4.01 hereof) shall have been taken; (d) The parties shall have made the filings required by Section 4.09 above under the HSR Act, and all applicable waiting period time periods under the HSR Act shall have expired; (e) No injunction, restraining order or order of any nature issued by any court of competent jurisdiction, government or governmental agency enjoining the Transaction shall have been issued and remain in effect; (f) All consents, approvals and waivers which are necessary in connection with the Transaction, or any foreign competition law or regulation relating to the Merger part thereof, shall have expired been obtained, including the consents and approvals referred to in Section 4.02 above, other than any such consents, approvals or been terminatedwaiver as do not, individually or in the aggregate, have a Material Adverse Effect on the Surviving Entity; and (dg) the TULIP Merger No action shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval threatened or instituted by any governmental agency or any other person challenging the legality of the TULIP Merger shall not have been obtained on Transaction, seeking to prevent or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval delay consummation of the TULIP Merger Agreement from Transaction or seeking to obtain divestiture or other relief in the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant event of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) consummation of the TULIP Merger Agreement cannot be satisfiedTransaction. It is understood in the event that such an action is threatened or instituted, the parties will first attempt for a period of 90 days to obtain dismissal or other favorable resolution of such threatened or actual action prior to exercise of their right to terminate hereunder.

Conditions to Obligations of Each Party. The obligations respective obligation of Elf, Parent and Merger Subsidiary each Party to consummate the Merger are transactions to be performed by it in connection with the Closing is subject to the satisfaction satisfaction, or waiver by such Parties, of the following conditions: (a) this Agreement each of the Buyer Charter Amendment and the Buyer Share Issuance shall have been approved and adopted by the stockholders requisite vote of Elf the holders of Buyer Stock in accordance with Delaware Lawthe DGCL and the restated certificate of incorporation, as amended, and by-laws, as amended, of the Buyer; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction regulation shall have been enacted, entered, enacted or promulgated or enforced by any foreign or domestic Governmental Entity which has prohibits the effect consummation of making the Merger or the transactions contemplated hereby illegal and all consents, orders and approvals from all Governmental Entities and other persons or otherwise entities listed in Section 2.3 of the Company Disclosure Schedule or Section 3.3 of the Buyer Disclosure Schedule shall have been obtained and shall be in effect; (c) there shall be no order or injunction of a foreign or United States federal or state court or other governmental authority of competent jurisdiction in effect precluding, restraining, enjoining or prohibiting the consummation of the Merger or the transactions contemplated hereby; (cd) the expiration or early termination of any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; andoccurred; (d1) the TULIP Merger FCC shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if issued an order (the "FCC Grant") both (i) TULIP shareholder approval consenting to the transfer of the TULIP Merger shall not Debtor Authorizations and, to the extent requested by the Parties, to the transfer of the Buyer Authorizations without any conditions that would have been obtained on a Buyer FCC Material Adverse Effect (as defined below in this Section 5.1(e)) or before June 15, 2001, a Debtor FCC Material Adverse Effect (as defined below in this Section 5.1(e)) and (ii) terminating the meeting of TULIP shareholders Hearing without any findings or conclusions (including any adjournment theretox) shall that are materially adverse to the Reorganized Debtors or the Debtor Authorizations or which would have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any a material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.adverse effect on the

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Agreement and the Transactions shall be subject to the satisfaction fulfillment of the following conditions: (a) this Agreement (i) none of the Bankruptcy Cases shall have been approved dismissed or converted to a case under chapter 7 of the Bankruptcy Code, (ii) the Plan shall incorporate the terms of this Agreement and adopted by (iii) the stockholders Plan shall have been confirmed pursuant to an order of Elf the Bankruptcy Court, which order shall have become final, non-appealable and not subject to further review (the "Confirmation Order") in accordance with Delaware Law;the provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by The waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period Acquisition under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and; (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 Transactions or the Plan; (d) the TULIP Merger There shall have been consummated; provided obtained any and all material permits, approvals and consents of any governmental body, commission or agency that this condition shall reasonably may be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval necessary so that the consummation of the TULIP Merger shall not Plan and the transactions contemplated thereby will be in compliance with applicable laws, the failure to comply with which would have been obtained on or before June 15, 2001, a Dail▇▇ ▇▇▇ ▇▇ Weat▇▇▇▇▇▇▇ ▇▇▇; ▇▇d (iie) The receipt of all approvals and consents of third persons the meeting granting of TULIP shareholders (including any adjournment thereto) shall have concluded without which is necessary for the approval consummation of the TULIP Merger Agreement from Plan or the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform Transactions contemplated in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedconnection therewith.

Conditions to Obligations of Each Party. The obligations obligation of Elf, Parent and Merger Subsidiary each party (the "receiving party") to consummate the Merger are subject Transactions contemplated to occur at the Closing shall be further conditioned upon the satisfaction or fulfillment, at or prior to the satisfaction Closing, of the following conditionsconditions by each of the other parties, unless waived by the receiving party: (a) this Agreement The representations and warranties of each party other than the receiving party contained herein and in the Related Agreements shall be true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct), in each case when made and at and as of the Closing (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) with the same force and effect as though made at and as of such time, except for inaccuracies in respect of the representations and warranties set forth in Section 4.7, Section 5.5(i), and the third sentence of each of Sections 5.2 and 5.3(a) (disregarding any qualifications as to materiality contained therein) that in the aggregate would not be reasonably expected to have been approved and adopted by a Material Adverse Effect on the stockholders of Elf in accordance with Delaware Law;Company or its ability to perform its obligations under the Related Agreements or to materially adversely affect the Transactions. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction Each party other than the receiving party shall have been enacted, entered, promulgated performed in all material respects all agreements contained herein or enforced in the Related Agreements required to be performed by any Governmental Entity which has it at or before the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby;Closing. (c) any applicable waiting period under An officer of each party other than the HSR Act or any foreign competition law or regulation relating receiving party shall have delivered to the Merger shall have expired or been terminated; and (d) receiving party a certificate, dated the TULIP Merger shall have been consummated; provided that this condition shall be deemed Closing Date, certifying as to have been satisfied for all purposes the fulfillment of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(aparagraphs (a) and (b) above as to the party delivering such certificate. (d) Each party other than the receiving party shall have furnished the receiving party with one or 9.02(cmore opinions of counsel to the party furnishing the opinion(s), each dated the Closing Date, in substantially the forms of Exhibits H-1 through K-2, as applicable. (e) Each of the TULIP Merger Agreement cannot Related Agreements shall have been executed and delivered by the parties thereto (other than the receiving party) and shall be satisfiedin full force and effect. (f) Each Cash Equity Investor (other than the receiving party) shall have executed and delivered to the Company a Pledge Agreement, substantially in the form of Exhibit L. (g) All corporate and other proceedings of each party other than the receiving party in connection with the AT&T License Transfer, the Mercury License Transfer and the other Transactions, and all documents and instruments incident thereto, shall be reasonably satisfactory in form and substance to the receiving party, and each party other than the receiving party shall have delivered to the receiving party such receipts, documents, instruments and certificates, in form and substance reasonably satisfactory to the receiving party, which the receiving party shall have reasonably requested.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign or state court or Governmental Authority that would prevent or make illegal the consummation of the transactions contemplated herein; (b) 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; (c) WNR and the underwriters named in the Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the Registration Statement (the “Underwriting Agreement”); (d) all other approvals of Persons shall have been obtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have a Material Adverse Effect; (e) the representations and warranties of the parties hereto contained in this Agreement shall have been approved true and adopted by correct as of the stockholders date of Elf execution of this Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in accordance with Delaware Lawthe aggregate, constitute a Material Adverse Effect; (bf) no federal, state the agreements and covenants of the parties hereto to be complied with or foreign statute, rule, regulation, executive order, decree performed on or injunction before the Closing Date pursuant to the terms hereof shall have been enactedduly complied with or performed, enteredexcept for such failures to comply or perform which do not, promulgated or enforced by any Governmental Entity which has in the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyaggregate, constitute a Material Adverse Effect; (cg) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger no Material Adverse Effect shall have expired or been terminatedoccurred since the date of this Agreement; and (dh) each of the TULIP Merger Owners shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this withdrawn as partners from WRC in accordance with the WRC Partnership Agreement if (i) TULIP shareholder approval of and the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedDelaware LP Act.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated herein under the HSR Act shall have expired or been approved and adopted by the stockholders of Elf in accordance with Delaware Lawterminated; (b) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or foreign statuteprovincial court or governmental agency or other federal, ruleforeign, regulation, executive order, decree state or injunction shall have been enacted, entered, promulgated provincial regulatory or enforced by any Governmental Entity which has the effect of making the Merger administrative agency or the transactions contemplated hereby commission that would prevent or make illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyherein; (c) any applicable waiting period under the HSR Act SWSI Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or any foreign competition law or regulation relating 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 Merger knowledge of the parties, threatened by the Commission; (d) SWSI and the underwriters named in the SWSI Registration Statement shall have expired executed an underwriting agreement for a firm commitment underwriting as described in the SWSI Registration Statement (the "Underwriting Agreement"); (e) all other approvals of Governmental Authorities and of non-governmental persons or entities shall have been terminatedobtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have an SWSI Material Adverse Effect; (f) the representations and warranties of the parties hereto contained in this Contribution Agreement shall have been true and correct as of the date of execution of this Contribution Agreement, except for such failures to be true which (i) have been cured prior to the Closing Date or (ii) do not, in the aggregate, constitute an SWSI Material Adverse Effect; (g) the agreements and covenants of the parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute an SWSI Material Adverse Effect; (h) no SWSI Material Adverse Effect shall have occurred since the date of this Agreement; (i) assignment agreements in form and substance reasonably acceptable to the parties hereto evidencing the transfers of partnership interests and limited liability company interests contemplated by Article II shall have been executed by the parties thereto; (j) each of the Superior Partners shall have waived all applicable restrictions and purchase options with respect to the transfer of their respective partnership interests in Superior Ltd. contained in the Superior Partnership Agreement, including Exhibit A and Exhibit B thereto; (k) each of the Bradford Partners shall have waived all applicable restrictions and purchase options with respect to the transfer of their respective partnership interests in Bradford Ltd. contained in the Bradford Partnership Agreement, including Exhibit A thereto; (l) each of the Superior Partners and the Bradford Partners shall have withdrawn as partners from Superior Ltd. and Bradford Ltd., respectively, in accordance with the Superior Partnership Agreement and the Bradford Partnership Agreement, respectively, and the Pennsylvania LP Act; (m) each of Superior GP and Bradford GP shall have withdrawn as members of New GP in accorda▇▇▇ ▇▇▇▇ ▇▇e New GP LLC Agreement and the Delaware LLC Act; and (dn) each of the TULIP Merger Superior Partners and the Bradford Partners shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed and delivered the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Registration Rights Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions: (a) this Except if the Offer Termination shall have occurred, the Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer. (b) This Agreement shall have been adopted and the Merger approved and adopted by the requisite vote of the stockholders of Elf in accordance with Delaware the Company, if required by applicable Law;. (bc) no federalExcept if the Offer Termination shall have occurred, state the consummation of the Merger shall not then be restrained, enjoined or foreign prohibited by any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there shall not be in effect any statute, rule, regulation, executive order, decree rule or injunction shall have been regulation enacted, entered, promulgated or enforced deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger. (d) Solely if the Offer Termination shall have occurred, there shall not be any Law, judgment, order or injunction in effect, enacted, entered, enforced or promulgated by or on behalf of a Government Entity of competent jurisdiction with respect to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect the Other Required Governmental Approvals, that has the effect of enjoining, making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby;Merger. (ce) Solely if the Offer Termination shall have occurred, (i) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating applicable to the Merger shall have expired or been terminated; and terminated and (dii) the TULIP Merger any Other Required Governmental Approvals shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if obtained and any waiting period (ior extension thereof) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) mandated filing thereunder shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having lapsed or been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedmade.

Conditions to Obligations of Each Party. The respective obligations of Elfeach Party to this Agreement to effect the Mergers and the other Transactions, Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) this Agreement The SPAC Shareholders’ Approval and the Company Shareholders’ Approval shall have been approved obtained and adopted by the stockholders of Elf shall remain in accordance with Delaware Lawfull force and effect; (b) The Proxy/Registration Statement shall have become effective under the Securities Act and no federal, state or foreign statute, rule, regulation, executive order, decree or injunction stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. (c) (i) the Company’s initial listing application with the Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of the Stock Exchange and the Company shall not have received any notice of non-compliance therewith, and (ii) the Company ADSs representing the ADS Merger Consideration to be issued in connection with the Mergers shall have been conditionally approved for listing on the Stock Exchange, subject to official notice of issuance; (d) After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (e) No Governmental Authority shall have enacted, enteredissued, promulgated promulgated, enforced or enforced by entered any Law (whether temporary, preliminary or permanent) or Governmental Entity Order that is then in effect and which has the effect of making the Merger or the transactions contemplated hereby Closing illegal or which otherwise prohibiting the prohibits consummation of the Merger or Closing (any of the transactions contemplated hereby;foregoing, a “restraint”), other than any such restraint that is immaterial. (cf) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger The Capital Restructuring shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of completed in accordance with the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) terms hereof and the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedCompany’s Organizational Documents.

Conditions to Obligations of Each Party. The obligations of ElfParent, Parent Merger Sub and the Company to effect the Merger Subsidiary to and otherwise consummate the Merger Contemplated Transactions are subject to the satisfaction (or waiver by written agreement of Parent and the Company), at or prior to the Closing of each of the following conditions: (a) this The Form S-4 Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect and no proceedings for that purpose shall have been initiated or be threatened in writing by the SEC with respect to the Form S-4 Registration Statement that have not been withdrawn. (b) The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing (subject to official notice of issuance) on the Parent Stock Exchange. (c) This Agreement shall have been approved and duly adopted at the Company Stockholders’ Meeting by the stockholders of Elf in accordance with Delaware Law;Required Company Stockholder Vote. (bd) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by The waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act shall have expired or otherwise been terminated, and any foreign competition law or regulation relating period of time (and any extension thereof) agreed to with a Governmental Body in the United States not to consummate the Merger shall have expired or been terminated; and. (de) Any waiting period (and any extension thereof) applicable to the TULIP consummation of the Merger under any applicable foreign antitrust law or regulation in each jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule shall have expired or otherwise been terminated, and any period of time (and any extension thereof) agreed to with a Governmental Body in any jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule not to consummate the Merger shall have expired or been terminated. (f) Any Governmental Authorization or other Consent required under any applicable foreign antitrust law or regulation or Foreign Investment Law in connection with the Merger in each jurisdiction identified on Part 5.7(a) of the Parent Disclosure Schedule shall have been obtained and shall be in full force and effect. (g) No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including issued by any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform Governmental Body in any material respect any obligation or to comply jurisdiction identified in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(cPart 5.7(a) of the TULIP Merger Agreement canParent Disclosure Schedule and remain in effect, and there shall not be satisfiedany Legal Requirement enacted or deemed applicable to the Merger by any Governmental Body in any jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule that makes consummation of the Merger illegal.

Conditions to Obligations of Each Party. The respective obligations of Elfthe Target Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement the Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been approved and adopted issued by the stockholders SEC and no proceedings for that purpose shall have been initiated or, to the knowledge of Elf in accordance with Delaware LawParent or the Target Company, threatened by the SEC. All necessary state securities authorizations (including state takeover approvals) shall have been received unless the failure to receive any such authorization would not have a Material Adverse Effect on Parent or the Target Company or the transactions contemplated by this Agreement; (b) the Target Company Stockholder Approval shall have been obtained; (c) the Parent Shareholder Approval shall have been obtained; (d) no federal, state or foreign statute, rule, regulation, executive order, decree rule or injunction regulation shall have been enacted, entered, promulgated or enforced deemed applicable to the Merger by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prevents the consummation of the Merger or makes the transactions contemplated herebyconsummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties hereto shall have used its respective best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; (ce) any applicable waiting period under the HSR Act there shall have been obtained at or any foreign competition law or regulation relating prior to the Merger Closing Date such permits or authorizations, and there shall have expired or been terminatedtaken such other actions, as may be required to consummate the Merger by any regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, including but not limited to satisfaction of all requirements under applicable federal and state securities laws; and (df) shares of Parent Common Stock issuable to the TULIP Target Company Stockholders pursuant to the Merger and issuable upon exercise of the Target Company Options converted pursuant to this Agreement, shall have been consummated; provided that this condition shall be deemed approved for trading and included for quotation on the OTCBB prior to have been satisfied for all purposes or simultaneous with the Effective Time, subject to official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this Agreement condition shall use its reasonable business efforts to have been approved and adopted by the stockholders of Elf in accordance with Delaware Law;such order, injunction, restraint or prohibition vacated or lifted. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired or been enactedterminated; (c) Except with respect to the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ (which is addressed in Section 7.1(b)), enteredall authorizations, promulgated consents, waivers, orders or enforced approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any Governmental Entity of the parties with any Authority which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting would prevent the consummation of the Merger or the transactions contemplated herebyresult in a Material Adverse Effect on Target if not obtained or made shall have been obtained from, and made with, all such Authorities; (cd) any applicable waiting period The ATC Common Stock to be issued as part of the Merger Consideration shall have been listed for trading on The New York Stock Exchange, subject to official notice of issuance; (e) The ATC Registration Statement shall have become effective under the HSR Securities Act and shall not be the subject of any stop order or any foreign competition law or regulation relating to the Merger shall have expired or been terminatedproceedings seeking a stop order; and (df) the TULIP Merger The Target Stockholder Approval shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this Agreement condition shall use its reasonable business efforts to have been approved and adopted by the stockholders of Elf in accordance with Delaware Law;such order, injunction, restraint or prohibition vacated or lifted. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been enactedterminated; (c) Except with respect to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 7.1(b)), enteredall authorizations, promulgated consents, waivers, orders or enforced approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any Governmental Entity of the parties with any Authority which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting would prevent the consummation of the Merger or the transactions contemplated herebyresult in a Material Adverse Effect on Target if not obtained or made shall have been obtained from, and made with, all such Authorities; (cd) any applicable waiting period The ATC Common Stock to be issued as part of the Merger Consideration shall have been listed for trading on The New York Stock Exchange, subject to official notice of issuance; (e) The ATC Registration Statement shall have become effective under the HSR Securities Act and shall not be the subject of any stop order or any foreign competition law or regulation relating to the Merger shall have expired or been terminatedproceedings seeking a stop order; and (df) the TULIP Merger The Target Stockholder Approval shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The obligations of ElfBuyer, Parent and Merger Subsidiary the Company to consummate the Merger Transactions are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation other Antitrust Laws relating to the Merger Transactions shall have expired or been terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing; (c) no court, arbitrator or Governmental Authority shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation of any material portion of the business of the Company and the Company Subsidiaries after the Closing Date; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained; (e) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders shall have been obtained and made by Parent, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (df) the TULIP Merger Parent shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if received the consent (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c"Required Consent") of the TULIP Merger Required Lenders (as defined in the Parent Credit Agreement) pursuant to Section 10.02 of the Parent Credit Agreement cannot be satisfiedto the Transactions and the modifications to the Parent Credit Agreement summarized on Schedule 8.01 hereto.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of Elf, Parent each party to effect the Mergers and Merger Subsidiary to consummate the Merger are other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved The waiting period (and adopted by the stockholders of Elf in accordance with Delaware Law; (bany extension thereof) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting applicable to the consummation of the Merger or Mergers and the other transactions contemplated hereby; (c) any applicable waiting period herein under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; andthe applicable waiting periods and any extensions thereof under Part IX of the Competition Act (Canada) (if any) shall have expired or the parties shall have received an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) setting out that the Commissioner of Competition under such act is satisfied he would not have sufficient grounds on which to apply for an order under Part VIII of such act in respect of the PTI Arrangement; and the PTI Arrangement shall have been determined or deemed to have been determined by the responsible minister under the Investment Canada Act to be of net benefit to Canada if such transaction is reviewable under such act; (b) No order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Mergers; (c) The OSI 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; (d) OSI and the TULIP Merger underwriters named in the OSI Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the OSI Registration Statement; (e) All other approvals of Governmental Authorities and of non-governmental persons or entities shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if obtained (i) TULIP shareholder approval the granting of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.which is necessary for the

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Merger, it being understood and adopted agreed that a written request by any Authority for information with respect to the stockholders of Elf Merger, which information could be used in accordance connection with Delaware Lawsuch Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by Any waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or the transactions contemplated herebybeen terminated without any condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Merger, shall have expired been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or been terminateddeclarations the failure to obtain or make would not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the TULIP Merger Consideration shall have been consummated; provided that this condition shall be deemed listed for trading on The New York Stock Exchange, subject to have been satisfied for all purposes official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. to Consummate the Transactions on Each Subsequent Closing Date. (a) The respective obligations of Elfthe Seller, Parent on the one hand, and Merger Subsidiary the Purchaser, on the other hand, to consummate the Merger are transactions contemplated hereby at each Subsequent Closing shall be subject to the satisfaction at or prior to each Subsequent Closing Date of each of the following conditions (any of which conditions may be waived by the mutual written agreement of the Seller, on the one hand, and the Purchaser, on the other hand, in whole or in part): (i) the Initial Closing shall have occurred; (ii) there shall be no Order in effect expressly precluding consummation of such Subsequent Closing; (iii) the approvals that are listed on Schedule 7.1(a)(iii) shall have been obtained with respect to the Transferred Facilities being transferred at such Subsequent Closing; and (iv) in respect of any Required Landlord Consent with respect to the Transferred Facilities to be transferred at such Subsequent Closing, an Acceptable Landlord Consent. (b) The obligations of the Purchaser to consummate the transactions contemplated hereby at each Subsequent Closing shall be subject to the satisfaction at or prior to each Subsequent Closing Date or waiver by the Purchaser in the Purchaser’s sole discretion, of each of the following conditions: (ai) all the representations and warranties of the Seller contained in this Agreement with respect to the Transferred Facilities being transferred at such Subsequent Closing shall be true and correct as of such Subsequent Closing Date, with the same effect as though such representations and warranties had been made on and as of such Subsequent Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect; (ii) all of the covenants of the Seller contained in this Agreement to be performed by the Seller before such Subsequent Closing Date with respect to the Transferred Facilities being transferred at such Subsequent Closing shall have been approved and adopted by the stockholders of Elf performed in accordance with Delaware Lawall material respects before such Subsequent Closing Date; (biii) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller dated as of such Subsequent Closing Date stating that the conditions specified in Section 7.2(b)(i) and Section 7.2(b)(ii) have been enactedsatisfied; (iv) with respect to the Purchased Assets at each Transferred Facility being transferred at the Subsequent Closing, enteredthe Seller shall have delivered to the Purchaser or its designee (A) an original ▇▇▇▇ of Sale and Assignment and Assumption Agreement (B) an original Lease Assignment and Assumption Agreement and an original Midcap Letter Agreement; (v) the Seller shall have delivered to the Purchaser or its designee an original, promulgated executed and notarized Deed in the applicable form attached hereto as Exhibit E with respect to any Owned Real Property related to each Transferred Facility being transferred at the Subsequent Closing; (vi) the Seller shall have delivered to the Purchaser or enforced its designee a FIRPTA Certificate dated as of such Subsequent Closing Date; (vii) the Seller shall have delivered to the Purchaser a certificate of a duly authorized officer of the Seller dated as of the Subsequent Closing Date stating that as of the Subsequent Closing Date, (A) the Average Length of Stay at each of the Hospitals being transferred at the Subsequent Closing is greater than twenty-five (25) days for the periods that are (1) five (5) calendar months immediately prior to such Subsequent Closing Date and (2) six (6) calendar months immediately prior to such Subsequent Closing Date; and (B) the aggregate EBITDARM generated by the Facilities not acquired at any Governmental Entity Closing prior to such Subsequent Closing for the three (3) calendar months immediately prior to the month in which the Closing Conditions with respect to such Subsequent Closing are satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken or information available at such Subsequent Closing), together with the greater of (1) the aggregate EBITDARM listed on Schedule 7.1(b)(vii) for all of the Transferred Facilities acquired at any Closing prior to such Subsequent Closing and (2) the aggregate EBITDARM generated by all such Transferred Facilities for the three (3) calendar months immediately prior to the month in which the Closing Conditions with respect to each such Transferred Facility were satisfied or waived (other than those conditions that by their nature were to be satisfied by actions taken or information available at such Closing), exceeds the aggregate EBITDARM listed on Schedule 7.1(b)(vii) for all of the Facilities; (viii) the Seller has delivered to the effect Purchaser or its designee a power of making attorney from the Merger applicable Seller Party granting to the Purchaser a power of attorney to exercise the applicable Seller Party’s right under the Licenses necessary to operate each pharmacy located at the Facilities being transferred at the Subsequent Closing, in the form and substance mutually agreeable to the Seller and the Purchaser; (ix) the Seller has delivered to the Purchaser an executed Account Control Agreement; and (x) the Seller has delivered to the Purchaser or its designee such additional instruments of conveyance and transfer as the Purchaser may prepare and reasonably require in order to more effectively vest in the Purchaser, and put the Purchaser in possession of, the Purchased Assets. (c) The obligations of the Seller to consummate the transactions contemplated hereby illegal at each Subsequent Closing also shall be subject to the satisfaction at or otherwise prohibiting prior to each Subsequent Closing Date or waiver by the consummation Seller in the Seller’s sole discretion, of each of the Merger or following conditions: (i) all the transactions contemplated herebyrepresentations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date with the same effect as though such representations and warranties had been made on and as of such Subsequent Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date); (cii) any applicable waiting period under all of the HSR Act or any foreign competition law or regulation relating covenants of the Purchaser contained in this Agreement to be performed by the Purchaser before such Subsequent Closing Date shall have been performed in all material respects before such Subsequent Closing Date; (iii) the Purchaser shall have delivered to the Merger Seller a certificate of a duly authorized officer of the Purchaser dated as of such Subsequent Closing Date stating that the conditions specified in Section 7.2(c)(i) and Section 7.2(c)(ii) have been satisfied; (iv) the Purchaser shall have expired or been terminatedexecuted and delivered a ▇▇▇▇ of Sale and Assignment and a Lease Assignment and Assumption Agreement with respect to the Purchased Assets of each Transferred Facility being transferred at such Subsequent Closing; (v) the Purchaser shall have delivered to the Seller by wire transfer of immediately available funds the Purchase Price allocable to the Transferred Facilities being transferred at such Subsequent Closing in accordance with Section 2.5; and (dvi) with respect to each Real Property Lease transferred at such Subsequent Closing, the TULIP Merger Seller shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement received from the TULIP shareholders having been obtainedlandlord under such Real Property Lease a release (which may be documented in the Lease Assignment and Assumption Agreement) from any liability arising from and after the date of such transfer, including, as applicable, a release in accordance with Section 6.12 of any Lease Guaranties provided by the Seller or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it Seller Party under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedReal Property Lease.

Conditions to Obligations of Each Party. The obligations of ElfBuyer, Parent and Merger Subsidiary the Company to consummate the Merger Transactions are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation other Antitrust Laws relating to the Merger Transactions shall have expired or been terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing; (c) no court, arbitrator or Governmental Authority shall have issued any order, and there shall not be any statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation of any material portion of the business of the Company and the Company Subsidiaries after the Closing Date; (d) all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained; (e) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders shall have been obtained and made by Parent, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (df) the TULIP Merger Parent shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if received the consent (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c"REQUIRED CONSENT") of the TULIP Merger Required Lenders (as defined in the Parent Credit Agreement) pursuant to Section 10.02 of the Parent Credit Agreement cannot be satisfiedto the Transactions and the modifications to the Parent Credit Agreement summarized on Schedule 8.01 hereto.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Purchase shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a1) this Agreement As of the Closing Date, no Legal Action shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) no federalbe pending before any Authority seeking to enjoin, state restrain, prohibit or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby make illegal or otherwise prohibiting to impose any materially adverse condition in connection with, the consummation of the Merger or Purchase, it being understood and agreed that a written request by any Authority for information with respect to the transactions contemplated herebyPurchase, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority, and it being further understood that the foregoing shall not include the Centerpointe Litigation if such Centerpointe Litigation is still pending as of the Closing Date; (c2) any applicable Any waiting period (and any extension thereof) applicable to the consummation of the Purchase under the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d3) Except with respect to the TULIP Merger ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 8.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Purchase, shall have been consummated; provided that this condition shall obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, in the reasonable business judgment of ATLP, reasonably be deemed expected to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of a Material Adverse Effect on Target or the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedTarget Assets.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent each Party to perform this Agreement and Merger Subsidiary to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Sections 12.6(a) and 12.6(b) of this Agreement: (a) All corporate action necessary by TARGET to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been approved duly and adopted validly taken, including, but not limited to, the approval and adoption by the respective Boards of Directors of TARGET, MERGER SUB and PURCHASER and the requisite approval and adoption by the stockholders of Elf in accordance with Delaware Law;TARGET. (b) no federalAll Consents of, state or foreign statutefilings and registrations with, ruleand notifications to, regulation, executive order, decree or injunction all Regulatory Authorities required for consummation of the Merger shall have been enactedobtained or made and shall be in full force and effect, entered, promulgated or enforced and all waiting periods required by Law shall have expired. No Consent obtained from any Governmental Entity Regulatory Authority which has the effect of making the Merger or is necessary to consummate the transactions contemplated hereby illegal shall be conditioned or otherwise prohibiting restricted in a manner (including, without limitation, requirements relating to the raising of additional capital or the disposition of Assets) which, in the reasonable judgment of the Board of Directors of either Party, would so materially adversely impact the economic or business benefits of the transactions contemplated by this Agreement so as to render inadvisable the consummation of the Merger Merger; provided, however, that no such condition or the transactions contemplated hereby;restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by any Regulatory Authority in connection with similar transactions. (c) Each Party shall have obtained any applicable waiting period and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the HSR aggregate, a Material Adverse Effect on such Party. (d) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits, materially restricts or makes illegal consummation of the transactions contemplated by this Agreement. (e) All necessary approvals under state securities Laws or the 1933 Act or any foreign competition law 1934 Act relating to the issuance or regulation relating trading of the shares of PURCHASER Common Stock issuable pursuant to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedreceived.

Conditions to Obligations of Each Party. The obligations of Elf, Parent Sellers and Merger Subsidiary Buyers to consummate the Merger Closing are subject to the satisfaction (or waiver by each of the Parties) of the following conditions: (a) this Agreement any applicable waiting period (and any extension thereof) under any Antitrust Law (including the HSR Act) relating to the Contemplated Transactions shall have expired or been approved terminated, and adopted there shall not be (i) any pending action or proceeding pending in which a Governmental Authority is seeking to enjoin the Contemplated Transactions, or (ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the stockholders of Elf in accordance with Delaware LawContemplated Transactions; (b) no federalprovision of any Applicable Law and no judgment, state injunction, order or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has prohibit the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyClosing; (c) no action or Proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably would be expected to prohibit the Closing or result in a Material Adverse Effect on the Business; (d) all actions by or in respect of, or filings with, any Governmental Authority (other than actions or filings in connection with the Novation Agreement) required to permit the consummation of the Closing shall have been taken or made; (e) the period of time for any applicable waiting period under the HSR Act or any foreign competition law or regulation review process by CFIUS relating to the Merger determination of any threat to national security in respect of the Contemplated Transactions under Section 721 of the United States Defense Production Act of 1950 (the “Exon-F▇▇▇▇▇ Amendment”) shall have expired expired, and the President of the United States shall not have taken action to block or prevent the consummation of the Contemplated Transactions on the basis that the Contemplated Transactions threaten to impair the national security of the United States; (f) clearance under the federal rules and regulations relating to the National Industrial Security Program, and in the form of approvals and agreement prescribed by the United States Department of Defense (“DOD”), shall have been terminatedobtained from the DOD for the Proxy Company (or Buyers) to own and operate those portions of the Business that are governed by such program; (g) Sellers or the applicable Affiliated Transferors, as the case may be, shall have obtained the consents, approvals or permits of Governmental Authorities and other third parties contemplated by Attachment III; and (dh) the TULIP Merger FCC’s consent to the Transfer Applications or, if necessary, new STAs in lieu of the FCC Authorizations shall have been consummated; provided obtained, without any condition that this condition shall reasonably would be deemed expected to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of a Material Adverse Effect on the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedBusiness.

Conditions to Obligations of Each Party. The obligations of Elfthe Company, Parent and Merger Subsidiary MergerSub to consummate the Merger are subject to the satisfaction or waiver by Parent and the Company of the following conditions: (a) this Agreement (i) The Company Stockholder Approval shall have been approved obtained, and adopted by (ii) the stockholders Parent Shareholder Approval (other than with respect to the Articles Amendment Proposal, the approval of Elf which shall not in accordance with Delaware Law;any event be a condition to any party’s obligation to consummate the Closing) shall have been obtained. (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction The UKLA shall have been enactedagreed to admit to the Official List (subject to allotment) the Parent Ordinary Shares to be issued in connection with the Merger, entered, promulgated or enforced by any Governmental Entity which has the effect of making LSE shall have admitted the Parent Ordinary Shares to be issued in connection with the Merger or to trading on its main market for listed securities, and the transactions contemplated hereby illegal or otherwise prohibiting Parent Ordinary Shares and Parent ADSs shall continue to be listed on the consummation of the Merger or the transactions contemplated hereby;NASDAQ. (c) any The Registration Statement and the Form F-6 shall have become effective in accordance with the provisions of the 1933 Act, no stop order suspending the effectiveness of the Registration Statement or the Form F-6 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn. (d) (i) Any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall all approvals, consents, actions, notices and filings that are required to have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, taken or made under Foreign Antitrust Laws set forth on Section 9.01(d) of the Company Disclosure Schedule shall have been obtained, taken or made, and (iii) TULIP the consent (or confirmation that such consent is not required) of H.M. Treasury with respect to the application to H.M. Treasury for Treasury Consent pursuant to Section 765 of the Income and Corporation Taxes Act of 1988 shall have failed to perform in been received. (e) No provision of any material respect applicable law or regulation, and no judgment, injunction, order or decree of a Governmental Entity of any obligation competent jurisdiction, shall prohibit or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under render illegal the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) consummation of the TULIP Merger Agreement cannot be satisfiedMerger.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each Party to consummate effect the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the GOGL Shareholder Approval and the KSL Shareholder Approval shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Lawobtained; (b) no federal, state Applicable Law preventing or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyshall be in effect; (c) any applicable waiting period the Registration Statement shall have been declared effective by the SEC under the HSR 1933 Act or any foreign competition law or regulation relating to and no stop order suspending the Merger effectiveness of the Registration Statement shall have expired or been terminated; andissued by the SEC and no proceedings for that purpose shall have been initiated by the SEC; (d) the TULIP KSL Common Shares to be listed for trading as a result of the Merger shall be so listed, and any KSL Common Shares to be issued in connection with the Merger shall have been consummatedapproved for listing on Nasdaq and on the Oslo Stock Exchange, subject to the completion of the Merger; provided that and (e) the holders of not more than an aggregate of 5% of the aggregate number of KSL Common Shares otherwise issuable to holders of GOGL Common Shares and to be retained by holders of KSL Common Shares as a result of the Merger having taken all actions necessary to become Dissenting Shareholders. If Dissenting Shares in excess of such 5% level shall occur, then (i) the Parties shall have the right to mutually waive this condition and close, (ii) either Party shall have the right to terminate this Agreement, or (iii) the Parties may mutually agree to adjourn the Closing to any date not later than the End Date to determine whether such percentage is reduced to 5% or less by holders who abandon or lose their right to appraisal pursuant to the Bermuda Companies Act. At such time as such percentage is thus reduced to 5% or less, this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Contribution Agreement, the respective obligations of Elf, Parent and Merger Subsidiary each party to consummate effect the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated herein under the HSR Act shall have expired or been approved and adopted by the stockholders of Elf in accordance with Delaware Lawterminated; (b) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or foreign statuteprovincial court or governmental agency or other federal, ruleforeign, regulation, executive order, decree state or injunction shall have been enacted, entered, promulgated provincial regulatory or enforced by any Governmental Entity which has the effect of making the Merger administrative agency or the transactions contemplated hereby commission that would prevent or make illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyherein; (c) any applicable waiting period under the HSR Act HPGP Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective or any foreign competition law or regulation relating 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 Merger knowledge of the parties, threatened by the Commission; (d) HPGP, the General Partner and the underwriters named in the HPGP Registration Statement shall have expired executed an underwriting agreement for a firm commitment underwriting as described in the HPGP Registration Statement (the "Underwriting Agreement") and all of the conditions to closing set forth in the Underwriting Agreement shall have been met; (e) all other approvals of Governmental Authorities and of non-governmental persons or entities shall have been terminatedobtained (i) the granting of which is necessary for the consummation of the transactions contemplated herein and (ii) the non-receipt of which will have an HPGP Material Adverse Effect; and (df) assignment agreements in form and substance reasonably acceptable to the TULIP Merger parties hereto evidencing the transfers of partnership interests, limited liability company interests and common stock contemplated by Article II shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of executed by the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment parties thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are Purchase shall be subject to the satisfaction of the following conditionsconditions at or prior to the applicable Closing Date, which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement shall have been approved and adopted by the stockholders of Elf in accordance with Delaware Law; (b) a. no federalorder, state or foreign injunction, statute, rule, regulation, executive order, regulation or decree or injunction shall have been issued, enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger an Authority that prohibits or the transactions contemplated hereby makes illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby;. (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating b. With respect to the Merger shall have expired or been terminated; and Initial Closing, all of the conditions with respect to the purchase and sale of not less than thirty-four (d34) the TULIP Merger Sites shall have been consummated; provided satisfied, including without limitation, that at least thirty-four (34) Sites do not contain a Defect. c. With respect to Sites 5, 7, 11, 16, and 24 only, SureWest Telephone and PCS Towers shall have entered into an easement and/or other agreements, in form and substance reasonably satisfactory to Purchaser and Seller, addressing access and shared facilities at the Sites owned by SureWest Telephone, which are Sites 5, 7, 11, 16, and 24. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove Sites 5, 7, 11, 16, and 24 from the applicable Closing and shall not be deemed a condition to Closing with respect to any other Sites for which all other conditions to Closing have been satisfied for all purposes met. d. With respect to Site 176 only, the Purchaser, Seller, PCS Towers and SureWest Broadband shall have entered into a mutually agreeable agreement addressing the assignment and bifurcation of this the license rights under the Telecommunications Facility License Agreement if between the Regents of the University of California (“UC Regents”) and SureWest Broadband, dated April 13, 2003 (Site 176). Such agreement shall provide that, subject to the UC Regents cooperation and agreement, (i) TULIP shareholder approval of SureWest Broadband will retain its license to construct, install and operate a controlled environmental facility on the TULIP Merger shall not have been obtained on or before June 15, 2001, UC Regents’ south D▇▇▇▇ campus to house fiber optic related equipment and (ii) PCS Towers will be assigned the meeting license rights to the Tower on Site 176. For the avoidance of TULIP shareholders (including any adjournment thereto) doubt, failure to meet this condition shall have concluded without only entitle the approval of the TULIP Merger Agreement parties to remove Site 176 from the TULIP shareholders having applicable Closing and shall not be a condition to Closing with respect to any other Sites for which all other conditions to Closing have been obtained, or (iii) TULIP shall have failed met. e. With respect to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions Sites set forth in on Section 9.02(a) or 9.02(c7.1(e) of the TULIP Merger Agreement canDisclosure Schedule only (the “Leaseback Sites”), the parties shall have entered into tenant lease agreements, on substantially the form attached hereto as Exhibit C, providing the for the lease of Towers on the leaseback Sites by PCS Structures to Seller and its Affiliates, as applicable, for certain equipment that will remain on such Towers following the applicable Closing Date. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove the Leaseback Sites from the applicable Closing and shall not be satisfieda condition to Closing with respect to any other Sites for which all other conditions to Closing have been met. f. SureWest Telephone shall have made all necessary filings and received all necessary approvals from the California Public Utilities Commission with respect to the Contribution by SureWest Telephone of the Telephone Tower Assets to PCS Towers (the “CPUC Condition”).

Conditions to Obligations of Each Party. The obligations of Elf, the Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the stockholders of Elf the Company in accordance with Delaware Law, the rules of Nasdaq and the Company's organizational documents; (b) no federalprovision of any applicable law or regulation and no judgment, state and no temporary, preliminary or foreign statutepermanent injunction, rule, regulation, executive order, order or decree or injunction (which the parties shall have been enactedused all reasonable efforts to resist, entered, promulgated resolve or enforced by any Governmental Entity which has lift) shall have the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger or the transactions contemplated herebyMerger; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation the Competition Act, if any, relating to the Merger shall have expired or been terminated; and; (d) the TULIP Registration Statements and the 1934 Act Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statements or the 1934 Act Registration Statement shall be in effect and no proceedings for such purpose, and no similar proceeding in respect of the Company Proxy Statement, shall be pending before or threatened by the SEC; all authorizations pursuant to Canadian Securities Laws necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; and all state securities and blue sky authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (e) the ADSs to be issued in the Merger shall have been consummated; provided that this condition approved for quotation on Nasdaq and the underlying Parent Stock shall have been reserved for listing on the TSX, subject, in the case of Nasdaq, to official notice of issuance, and such underlying Parent Stock shall be deemed freely tradable under the Canadian Securities Laws (to the extent that such shares are not holdings out of a "control block" as defined thereunder); (f) all actions by or in respect of, or filings with, any Governmental Entity, required to permit the consummation of the Merger shall have been satisfied for all purposes of this Agreement if taken, made or obtained; (ig) TULIP shareholder approval the declaration and payment of the TULIP Merger Cash Dividend shall not be permissible under applicable law; and (h) notice shall have been obtained on or before June 15given to the National Association of Securities Dealers, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval Inc. 10 days in advance of the TULIP Merger Agreement from record date for the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform Cash Dividend in any material respect any obligation or to comply in any material respect accordance with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) Rule 10b-17 of the TULIP Merger Agreement cannot be satisfied1934 Act (unless the SEC exempts the Company from compliance with such rule).

Conditions to Obligations of Each Party. The respective obligations of Elfthe Company, Parent and Merger Subsidiary Purchaser to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement Purchaser shall have been approved and adopted by the stockholders purchased shares of Elf in accordance with Delaware Law; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Company Common Stock pursuant to the Merger shall have expired or been terminated; and (d) the TULIP Merger shall have been consummatedOffer; provided that this condition shall be deemed to have been satisfied with respect to the obligation of Parent and Purchaser to effect the Merger if Purchaser fails to accept for all purposes payment or pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in violation of the terms of the Offer or of this Agreement; (b) if required by applicable law, this Agreement shall have been approved and adopted by the required vote of the shareholders of the Company in accordance with the NJBCA; (c) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger or makes the consummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used best efforts (subject to Section 6.06(g)) to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; and (d) the HSR/EC Condition shall be satisfied; and (e) if (i) TULIP shareholder the Company has not sought and obtained an LNA for any Site, approval of the TULIP Merger shall not a Remediation Agreement covering such Site must have been obtained on or before June 15, 2001, (ii) from NJDEP in the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedcustomary form.

Conditions to Obligations of Each Party. The respective ----------------------------------------------------- obligations of Elf, Parent and Merger Subsidiary each Party to consummate the Merger are Transactions, on each Closing Date, shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to each Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this Agreement As of the Closing Date, no Action shall have been approved be pending before any Governmental Authority that has resulted or is reasonably likely to result in any judgement, order or decree enjoining, restraining, prohibiting or making illegal the consummation of the Transactions contemplated at that Closing, taken as a whole, it being understood and adopted agreed that a written request by any Governmental Authority for information with respect to the stockholders of Elf Transactions, which information could be used in accordance connection with Delaware Lawsuch Action, shall not in itself be deemed to be a Action pending before any such Governmental Authority; (b) no federalThe waiting period (and any extension thereof), state or foreign statuteif any, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting applicable to the consummation of the Merger or the transactions contemplated hereby; (c) any applicable waiting period Transactions under the HSR ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any foreign competition law or regulation relating to the Merger shall have expired or been terminated; and (dc) Except with respect to the TULIP Merger ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, all authorizations, consents, waivers, orders or approvals required to be obtained from all Governmental Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Governmental Authority, prior to the consummation of the Transactions contemplated at that Closing, shall have been consummated; provided that this condition shall obtained from, and made with, all such Governmental Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, individually or in the aggregate, reasonably be deemed expected to have been satisfied for an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be. (d) All Required Consents and all purposes of this Agreement if (i) TULIP shareholder approval of the TULIP Merger Private Authorizations required pursuant to Section 6.4 shall not have been obtained on or before June 15, 2001, from all Persons (iiother than Governmental Authorities) prior to the meeting of TULIP shareholders applicable Closing (including any adjournment theretowithout limitation, at the cost and expense of ALLTEL, all modifications, if any, of Ground Leases, Existing Tenant Leases, Site Maintenance Agreements, and Material Agreements) and shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, without the imposition, individually or (iii) TULIP in the aggregate, of any condition or requirement that has had or would be reasonably likely to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be, and in accordance with the provisions of Sections 3.3 and 4.6; provided, however, that to the extent any such Required Consents or Private Authorizations have not been obtained with respect to a Site, the Closing for such Site shall have failed to perform be postponed until a subsequent Closing unless such Closing is the Final Closing in any material respect any obligation or to comply in any material respect accordance with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfied4.6.

Conditions to Obligations of Each Party. The respective obligations of ElfPenton, Parent and Merger Subsidiary Combination Subsidiary, D-M ▇▇▇ the D-M ▇▇▇reholders to consummate effect the Merger are shall be subject to the satisfaction condition that the Spinoff shall have been consummated at or prior to the Effective Time. The respective obligations of Penton, Combination Subsidiary, D-M ▇▇▇ the D-M ▇▇▇reholders to effect the Merger shall also be subject to, and the obligation of Pittway to effect the Spinoff shall be subject to, the fulfillment at or prior to the Effective Time of the following conditions: (a) all applicable waiting periods (and any extensions thereof) under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ shall have expired; (b) all Governmental Actions (other than routine qualifications to do business intended to be obtained as needed) required to be taken, given or obtained that are necessary in connection with the transactions contemplated by this Agreement shall (i) have been taken, given or obtained, (ii) be in full force and effect as of the Effective Time and (iii) not be subject to any pending proceedings or appeals, administrative, judicial or otherwise (and the time for appeal with respect to any Governmental Action shall have expired, or, if an appeal shall have been taken, it shall have been dismissed); (c) there shall not be threatened, instituted or pending any action or proceeding before any court or Governmental Authority, whether within or outside the United States, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the Spinoff or the Merger, or seeking to obtain material damages in connection with the Spinoff or the Merger, (ii) seeking to prohibit direct or indirect ownership or operation by Penton of all or a material portion of the business or assets of D-M, ▇▇ to compel Penton or any of its Subsidiaries to dispose of or to hold separately all or a material portion of the business or assets thereof, (iii) seeking to impose or confirm limitations on the ability of Penton effectively to exercise directly or indirectly full rights of ownership of the shares of capital stock of the Surviving Corporation or any of its other Subsidiaries, including without limitation the right to vote such shares on all matters properly presented to the shareholders of any such company, (iv) seeking to require direct or indirect divestiture by Penton of any shares of capital stock of the Surviving Corporation or any of its other Subsidiaries, (v) seeking or causing any material diminution in the direct or indirect benefits expected to be derived by Penton or the D-M ▇▇▇reholders as a result of the transactions contemplated by this Agreement, (vi) invalidating or rendering unenforceable any material provision of this Agreement (including without limitation any of the exhibits or attachments hereto), (vii) which otherwise is reasonably likely to have a Material Adverse Effect on Penton or the Surviving Corporation, or (viii) otherwise relating in any material respect to the Spinoff or the Merger; (d) there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the Spinoff or the Merger by any Governmental Authority which is reasonably likely to, directly or indirectly, result in any of the consequences referred to in (c) above; (e) Penton shall have entered into credit arrangements sufficient to enable it to repay at the time of the Spinoff its then outstanding indebtedness to Pittway and to provide it with sufficient working capital for its foreseeable post-Spinoff needs taking into account the provisions of this Agreement; (f) there shall not have occurred and be continuing (i) any general suspension of, or limitation on prices for, trading in securities on the New York Stock Exchange or on the National Association of Securities Dealers Automated Quotation System, National Markets System, or in the United States over-the-counter market, or (ii) any action by any Governmental Authority which would limit or adversely affect the extension of credit to Penton pursuant to the credit arrangements referred to in (e) above; (g) the Penton Common shall have been registered under the Exchange Act pursuant to a registration statement of Penton and such registration statement shall have become effective and shall not be subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission; (h) if necessary, the Penton Common to be issued to the D-M ▇▇▇reholders pursuant to this Agreement shall have been registered under all applicable United States state securities or blue sky laws; (i) a registration statement of Penton registering the Spinoff under the Securities Act shall have become effective and shall not be subject to any stop order and no stop order proceeding with respect thereto shall have been initiated or threatened by the Commission; (j) the Penton Common to be issued in the Spinoff and to be issued or contingently issued to the D-M ▇▇▇reholders pursuant to this Agreement shall have been approved and adopted by for listing on the stockholders New York Stock Exchange, or for trading on the National Association of Elf in accordance with Delaware LawSecurities Dealers Automated Quotation System, National Market System, upon official notice of issuance; (bk) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction Pittway shall not have been enactednotified by the IRS that the Ruling has been withdrawn, entered, promulgated invalidated or enforced by modified in any Governmental Entity which has way adverse to Pittway or its stockholders; and Pittway shall not have determined in good faith that the effect of making representations and assumptions underlying the Merger Ruling are untrue or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated herebyincorrect in any material respect; (cl) any applicable waiting period under Pittway, and Penton and each of its Subsidiaries, shall have obtained each consent and approval necessary in order that the HSR Act Spinoff and the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any foreign competition law encumbrance on the stock or regulation relating assets of Penton or any of its Subsidiaries pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which any of them is a party or by which any of them is bound, which individually or in the aggregate would be material; (m) D-M ▇▇▇ll have obtained each consent and approval necessary in order that the Merger not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the stock or assets of the Surviving Corporation pursuant to the provisions of, any agreement, arrangement, understanding, license, franchise or permit to which D-M ▇▇ a party or by which it is bound, which individually or in the aggregate would be material; (n) except as contemplated in Sections 2.4(d) and 7.14, each person who is a director, officer or employee of Pittway or any Post-Spinoff Pittway Subsidiary shall have expired or been terminatedresigned from each office and directorship held by him at Penton and its Subsidiaries; (o) at the Closing, Dono▇▇▇ ▇▇▇ Pent▇▇, ▇▇d Meeh▇▇ and Penton, shall have entered into Employment Agreements in the forms of EXHIBIT E and EXHIBIT F, respectively (the "EMPLOYMENT AGREEMENTS"); and (dp) the TULIP Merger no party hereto shall have been consummated; provided that this condition shall be deemed to have been satisfied for all purposes of terminated this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedas permitted herein.

Conditions to Obligations of Each Party. The respective obligations of Elf, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement As of the Closing Date, no Legal Action shall have been approved be pending before any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Merger, it being understood and adopted agreed that a written request by any Authority for information with respect to the stockholders of Elf Merger, which information could be used in accordance connection with Delaware Lawsuch Legal Action, shall not in itself be deemed to be a Legal Action pending before any such Authority; (b) no federal, state or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by Any waiting period (and any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Act shall have expired or the transactions contemplated herebybeen terminate▇ ▇▇▇▇▇▇▇ ▇▇▇ condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating Except with respect to the Merger Hart-Scott-Rodino Act (which is addressed in Section 7.1(b)), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ons, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Merger, shall have expired been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or been terminateddeclarations the failure to obtain or make would not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the TULIP Merger Consideration shall have been consummated; provided that this condition shall be deemed listed for trading on The New York Stock Exchange, subject to have been satisfied for all purposes official notice of this Agreement if (i) TULIP shareholder approval of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedissuance.

Conditions to Obligations of Each Party. The obligations of Elf, Parent and Merger Subsidiary the parties to consummate the Merger transactions contemplated hereby are subject conditioned upon the satisfaction, at or prior to the satisfaction Closing, of the following conditionsconditions provided, however, that one party may not rely on the failure of any of the following conditions in this Section 8.1 to be satisfied if such failure was caused by that party’s failure to act in good faith or to use reasonable best efforts to cause the Closing to occur, as required by Section 6.4: (a) this Agreement No statute, rule, regulation or executive order or judgment, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the purchase and sale of the Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities shall have been approved and adopted by the stockholders of Elf be in accordance with Delaware Law;effect. (b) no federalThe waiting period under any applicable law, state or foreign statuteif applicable to the purchase and sale of the Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated terminated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the Merger or the transactions contemplated hereby;expired. (c) any applicable waiting period under The proposed sale of the HSR Act or any foreign competition law or regulation Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities as a going concern (including liabilities relating to the Merger shall have expired or been terminated; and (dBusiness Transferred Employees) the TULIP Merger shall have been consummated; provided that this condition notified to the appropriate workers’ councils or similar employees’ representatives, to the extent and in the manner required under applicable laws, all information and consultation processes with such councils or employees’ representatives shall be deemed to have been satisfied for duly completed and all purposes necessary opinions of this Agreement if (i) TULIP shareholder approval such councils or representatives shall have been received by the Transferred Subsidiaries, Business Sellers and Stock Sellers concerned, and each such Transferred Subsidiary, Business Seller and Stock Seller shall have given due consideration to such opinions in the context of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval proposed sale of the TULIP Merger Agreement from Transferred Stock and the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedTransferred Assets.

Conditions to Obligations of Each Party. The obligations of Elf, Parent each Greenhill Entity and Merger Subsidiary each Member to consummate the Merger are subject to the satisfaction or, to the extent permissible by law, waiver of the following conditions: (a) this Agreement shall have been (i) approved and adopted by the stockholders sole stockholder of Elf the Company in accordance with Delaware Law and (ii) adopted by the Members in accordance with New York Law; (b) no federalprovision of any applicable law or regulation and no judgment, state injunction, order or foreign statute, rule, regulation, executive order, decree or injunction shall have been enacted, entered, promulgated or enforced by any Governmental Entity which has the effect of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting prohibit the consummation of the Merger or the transactions contemplated herebyby this Agreement; (c) any applicable waiting period under the HSR Act or any foreign competition law or regulation relating to the Merger and the U.K. Exchange shall have expired or been terminated; and; (d) the TULIP Merger Registration Statement shall have been consummated; provided that this condition declared effective and no stop order suspending the effectiveness of the Registration Statement shall be deemed in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Common Stock to be issued in the Public Offering shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; (f) each of the Dissociation Agreement, Option Agreement, Offer Letter and U.K. Partners Option Agreement shall have been executed and delivered by each of the parties thereto and the Offer Letter shall have been accepted in accordance with its terms, and each of the foregoing shall continue in full force and effect, and there shall not have occurred any material breach of any such agreement; (g) each of the U.K. Partners shall have been appointed a director of GE Ltd.; (h) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the transactions contemplated by this Agreement, shall have been taken, made or obtained; and (i) all of the conditions precedent to the consummation of the Public Offering (other than the consummation of the transactions contemplated by this Agreement) shall have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval of or waived, and the TULIP Merger Public Offering shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedconsummated substantially simultaneously herewith.

Conditions to Obligations of Each Party. The obligations of Elf, Parent and Merger Subsidiary each party to consummate this Agreement to effect the Merger are transactions contemplated hereby to occur at the Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of each of the following conditions: (a) this Agreement shall All requirements of any applicable Law, Regulation or Order necessary for the valid consummation of the transactions contemplated herein to occur at the Closing have been approved fulfilled, and adopted all filings required to be made with any Governmental Authority under any applicable Law, Regulation or Order and all Permits and Orders required to be obtained from any Governmental Authority or Court under any applicable Law, Regulation or Order, in each case, in order to permit the Sellers, the Purchasers and M-I to consummate the transactions contemplated hereby to occur at the Closing have been made or obtained (other than any requirement the nonfulfillment of which and any Permit or Order the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on the Sellers, the Purchasers or M-I or, in the case of the Purchasers substantially impair its investment in the M-I Group or the benefits contemplated by the stockholders of Elf transactions set forth in accordance with Delaware Lawthis Agreement); (b) no federal, state or foreign statute, rule, regulation, executive No temporary restraining order, decree preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced other Order issued by any Governmental Entity which has Court of competent jurisdiction preventing the effect consummation of making the Merger or the transactions contemplated hereby illegal or otherwise prohibiting to occur at the consummation of the Merger or the transactions contemplated herebyClosing is in effect; (c) any applicable waiting period under Each of Halliburton and Smit▇ ▇▇▇ll have executed and delivered to the HSR Act or any foreign competition law or regulation other an agreement substantially in the form of Exhibit C hereto relating to the Merger shall have expired or been terminatedsale by Halliburton to Smit▇ ▇▇ the North Course Building for a purchase price equal to $7 million; and (d) Each of Halliburton and Smit▇ ▇▇▇ll have executed and delivered to the TULIP Merger shall have been consummated; provided that this condition shall be deemed other a lease agreement substantially in the form of Exhibit D hereto relating to have been satisfied for all purposes of this Agreement if (i) TULIP shareholder approval the lease by Halliburton from Smit▇ ▇▇ a portion of the TULIP Merger shall not have been obtained on or before June 15, 2001, (ii) the meeting of TULIP shareholders (including any adjournment thereto) shall have concluded without the approval of the TULIP Merger Agreement from the TULIP shareholders having been obtained, or (iii) TULIP shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant of TULIP to be performed or complied with by it under the TULIP Merger Agreement, such that the conditions set forth in Section 9.02(a) or 9.02(c) of the TULIP Merger Agreement cannot be satisfiedNorth Course Building as described therein.