Common use of CONDITIONS TO THE OBLIGATION Clause in Contracts

CONDITIONS TO THE OBLIGATION. of the Purchasers to Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)). (b) The Registration Rights Agreement shall have been executed and delivered by the Company. (c) The Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactions.

CONDITIONS TO THE OBLIGATION. of the Purchasers Company to Consummate the Initial Closing. The obligation of each Purchaser the Company to consummate the Closing transactions to be consummated at the Initial Closing, and to purchase issue and pay for sell to each Purchaser the Shares being Shares, Notes or Warrants to be purchased by it at the Initial Closing pursuant to this Agreement Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Company such Purchaser shall be true and correct on and as of the Initial Closing Date Date, with the same force and effect as though made on and as of the Initial Closing Date (it being understood and agreed by the Purchasers Company that, in the case of any representation and warranty of the Company such Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)respects). (b) The Registration Rights Agreement shall have been executed and delivered by the Company. (c) The Company Such Purchaser shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Company such Purchaser on or prior to the Initial Closing Date. (c) The sale of the Shares, Notes and Warrants by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, The Certificate of Designation shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pendingfiled by the Company with the Secretary of State of the State of Delaware. (e) The purchase waiting period under the HSR Act shall have expired or notice of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any early termination of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, waiting period shall have been duly obtained or made received by the Company and shall be in full force and effectthe Purchasers. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales entered into the Orinoco Agreement pursuant to which the Company will consummate the Acquisition and all conditions to closing of the Shares to all Purchasers in connection Acquisition shall have been satisfied or waived by the Company with the Offering. (g) The Company prior written consent of Warburg. Each Purchaser's obligations under this Section 6.2 shall have filed an application for listing be several and independent from the obligations of each other Purchaser; and the failure by any Purchaser to fulfill or comply with any of the Shares on conditions set forth in this Section 6.2 shall not affect the NASDAQ National Market on or before obligations of the Closing. (h) All instruments and corporate proceedings in connection with Company to any other Purchaser to consummate the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactionsAgreement.

CONDITIONS TO THE OBLIGATION. of the Purchasers to Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)). (b) The Registration Rights Agreement shall have been executed and delivered by the Company. (c) The Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 8,000,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National SmallCap Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactions.

CONDITIONS TO THE OBLIGATION. of the Purchasers to Consummate the ClosingOF EACH PARTY. The obligation respective obligations of each Purchaser party to consummate effect the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions precedentconditions: (a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).Shareholders' Approval has been obtained; (b) The Registration Rights Agreement no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger is in effect; provided, however, that prior to invoking this condition, each party shall have been executed and delivered complied fully with its obligations under Section 7.7 and, in addition, shall use all reasonable efforts to have any such decree, ruling, injunction or order vacated, except as otherwise contemplated by the Company.this Agreement; (c) The Company the Registration Statement shall have performed all obligations become effective in accordance with the provisions of the Securities Act and, if applicable, the Exchange Act and conditions herein required to no stop order suspending the effectiveness of the Registration Statement shall be performed in effect and no proceeding for such purpose shall be pending before or observed threatened by the Company on or prior to the Closing Date.SEC; (d) No proceeding challenging this Agreement all permits, authorizations, consents, or approvals required to be obtained prior to the Effective Time from any Governmental Authority in connection with the consummation of the transactions contemplated herebyhereby by Parent, Merger Sub or seeking to prohibit, alter, prevent or materially delay the Closing, Company shall have been instituted before any courtmade or obtained (as the case may be) except where the failure to obtain such permits, arbitrator authorizations, consents, or governmental body, agency or official and shall approvals would not reasonably be pending.expected to result in a Parent Material Adverse Effect (assuming the Merger has taken place); (e) The purchase the shares of and payment for Parent Common Stock to be issued in the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, Merger shall have been duly obtained or made and shall be in full force and effect.approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (f) The Company any applicable waiting period under the HSR Act shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offeringexpired or been terminated. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactions.

CONDITIONS TO THE OBLIGATION. of the Purchasers to Consummate the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent:precedent (or waiver by such Purchaser): (a) The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers each Purchaser that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).. --------------- (b) The Registration Rights Agreement Prior to the Closing Date, no Material Adverse Event shall have been executed occurred and delivered by the Company. (c) The Company shall have performed all covenants, agreements, obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date. (dc) No suit, action, or other proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (ed) The purchase of and payment for the Shares by such Purchasers and the issuance of the Warrants to such Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated herebyhereby (including, other than for Regulation D and state blue sky filings with respect to without limitation, the sale issuance of the Shares, Shares and the Warrants) shall have been duly obtained or made and shall be in full force and effect. (fe) The Company shall have received gross proceeds complied with all applicable requirements of a minimum of $17,500,000 from sales federal and state securities or "blue sky" laws with respect to the issuance of the Shares, and each Purchaser, at such Purchaser's request, shall have been provided reasonable evidence thereof. (f) The Shares to all Purchasers in connection with shall have been approved for listing on The Nasdaq National Market or the OfferingNasdaq SmallCap Market, and each Purchaser, at such Purchaser's request, shall have been provided reasonable evidence thereof. (g) The Company Registration Rights Agreement shall have filed an application for listing of been executed and delivered by the Shares on the NASDAQ National Market on or before the ClosingCompany. (h) The Warrants shall have been executed and delivered by the Company. (i) Each of EGS Private Healthcare Partnership, L.P. and EGS Private Healthcare Counterpart L.P. shall have converted the outstanding principal and unpaid interest on its respective Bridge Note issued by the Company to it on December 30, 2002 into Shares simultaneously with the sale of the other Shares to the Purchasers. (j) A certificate shall have been delivered by the Company, signed by its President or Chief Executive Officer, to the effect that: (i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, as though newly made on and as of that date (except for representations and warranties which speak as of the date of the Agreement or as of another specific date or period covered thereby) and (ii) the Company has performed or complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before Closing Date. (k) The Company shall have delivered to each Purchaser an opinion of counsel for the Company, dated the Closing Date, in substantially the form of Exhibit B attached hereto. (l) A single stock certificate shall have been delivered by the Company, registered in the name of such Purchaser or nominee as designated by the Purchaser in writing, representing the number of shares of Common Stock purchased by such Purchaser, free of all restrictive and other legends (except as provided in Section 6.2 hereof and otherwise in the form of good delivery), against payment of the purchase price therefor by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing. (m) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchaserssuch Purchaser, and the Purchasers such Purchaser shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers such Purchaser may have reasonably requested in connection with such transactions.

CONDITIONS TO THE OBLIGATION. of the Purchasers Issuers and SkyTerra to Consummate the Closing. The obligation of each Purchaser the Issuers and SkyTerra to consummate the Closing and to purchase issue and pay for sell the Shares being purchased by it pursuant Securities to this Agreement the Purchasers at the Closing is subject to the satisfaction (or waiver by the Issuers and SkyTerra) of the following conditions precedent: (a) The representations and warranties of the Purchasers contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a))Date. (b) The Registration Rights Agreement shall have been executed and delivered by the Company. (c) The Company Purchasers shall have performed all obligations and conditions herein required to be performed or observed complied with by the Company Purchasers on or prior to the Closing Date. (c) The Purchaser shall have delivered to the Issuers and SkyTerra a certificate dated the Closing Date, executed by an authorized officer, certifying the satisfaction of the conditions specified in paragraphs (a) and (b) of this Section 7.2. (d) No proceeding challenging There shall not be any Law injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to this Agreement or the transactions contemplated hereby, hereby by any Governmental Authority prohibiting or seeking to prohibit, alter, prevent enjoining the transactions contemplated by this Agreement or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pendingTransaction Documents. (e) The purchase sale of and payment for the Shares Securities by the Purchasers Issuers and SkyTerra shall not be prohibited by any law or governmental order or regulationLaw. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency Governmental Authority or of or with any other person Person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, hereby shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed delivered to SkyTerra, MSV and MSV Finance Co. each of a Form W-9 or certifiedForm W-8, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactionsapplicable.

CONDITIONS TO THE OBLIGATION. OF EACH PARTY TO EFFECT THE MERGER. The obligations of each of the Purchasers Company, Parent and Merger Sub to Consummate effect the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions precedentconditions: (a) The representations the Merger and warranties contained herein the consummation of the Company transactions contemplated in this Agreement shall be true have been approved and correct on and as adopted by the requisite vote of the Closing Date with the same force and effect as though made on and as stockholders of the Closing Date (it being understood Company, Parent and agreed Merger Sub, as the case may be, required by the Purchasers that, in the case Delaware Law and their respective Certificates of any representation Incorporation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).bylaws; (b) The Registration Rights Agreement any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been executed and delivered by the Company.terminated; (c) The no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the acquisition of Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior Common Stock pursuant to the Closing Date.Offer or Merger or the holding directly or indirectly by Parent of the shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Offer or the Merger; (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment Except for the Shares by filing of the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary Certificate of Merger with the Secretary of State of the State of Delaware, all waivers, consents, approvals, licenses, permits, orders approvals and authorizations of, actions or registrations, declarations and filings with, non-actions of any governmental authority, commission, board or administrative agency or of any other person with respect regulatory body required to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be consummated at the Closing reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect; (e) Merger Sub shall be satisfactory in form have purchased all shares validly tendered and substance not withdrawn pursuant to the PurchasersOffer; PROVIDED, and HOWEVER, that this condition shall not be applicable to the Purchasers shall have received copies (executed obligations of Parent or certified, as may be appropriate) Merger Sub if Merger Sub fails to purchase shares tendered pursuant to the Offer in violation of all documents which the Purchasers may have reasonably requested in connection with such transactions.terms of this Agreement or the Offer;

CONDITIONS TO THE OBLIGATION. OF EACH PARTY TO EFFECT THE MERGER. The obligations of each of the Purchasers Company, Parent and Merger Sub to Consummate effect the Closing. The obligation of each Purchaser to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Merger shall be subject to the satisfaction fulfillment at or prior to the Effective Time of the following conditions precedentconditions: (a) The representations Merger and warranties contained herein the consummation of the Company transactions contemplated in this Agreement shall be true have been approved and correct on and as adopted by the requisite vote of the Closing Date with the same force and effect as though made on and as stockholders of the Closing Date (it being understood Company, Parent and agreed Merger Sub, as the case may be, required by the Purchasers that, in the case Delaware Law and their respective Certificates of any representation Incorporation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a))bylaws. (b) The Registration Rights Agreement Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been executed and delivered by the Companyterminated. (c) The No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the acquisition of Company shall have performed all obligations and conditions herein required to be performed or observed by the Company on or prior Common Stock pursuant to the Closing DateOffer or Merger or the holding directly or indirectly by Parent of the shares of Common Stock of the Surviving Corporation illegal or otherwise prevent the consummation of the Offer or the Merger. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment Except for the Shares by filing of the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary Certificate of Merger with the Secretary of State of the State of Delaware, all waivers, consents, approvals, licenses, permits, orders approvals and authorizations of, actions or registrations, declarations and filings with, non-actions of any governmental authority, commission, board or administrative agency or of any other person with respect regulatory body required to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be consummated at the Closing reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect. (e) Merger Sub shall be satisfactory in form have purchased all shares validly tendered and substance not withdrawn pursuant to the PurchasersOffer; PROVIDED, and HOWEVER, that this condition shall not be applicable to the Purchasers shall have received copies (executed obligations of Parent or certified, as may be appropriate) Merger Sub if Merger Sub fails to purchase shares tendered pursuant to the Offer in violation of all documents which the Purchasers may have reasonably requested in connection with such transactionsterms of this Agreement or the Offer.

CONDITIONS TO THE OBLIGATION. of the Purchasers to Consummate the ClosingEach Party. The obligation respective obligations of each Purchaser Parent, Merger Sub and the Company to consummate effect the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Merger are subject to the satisfaction of the following conditions precedentconditions, unless waived in writing by all parties: (a) The representations This Agreement and warranties contained herein the Merger shall have been approved and adopted by the requisite vote of the Company shall be true and correct on and as holders of the Closing Date with the same force Parent Common Stock and effect as though made on and as of the Closing Date (it being understood and agreed by the Purchasers that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).Common Stock; (b) The Registration Rights Agreement No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition (including, any statute, rule, regulation, injunction, order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable to, or any consent or approval withheld with respect to, the Merger, by any Governmental Entity) preventing the consummation of the Merger shall be in effect; provided, however, that the parties invoking this condition shall use all commercially reasonable efforts to have been executed and delivered by the Company.any such order or injunction vacated; (c) The Company All actions by or in respect of or filings with any Governmental Entity required to permit the consummation of the Merger shall have performed all obligations and conditions herein required to be performed been obtained or observed by made (including the Company on expiration or prior to termination of any applicable waiting period under the Closing DateHSR Act). (d) No proceeding challenging this Agreement or The shares of Parent Common Stock to be issued in the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Merger shall have been instituted before any courtapproved for listing on the NYSE, arbitrator or governmental body, agency or subject to official and shall be pending.notice of issuance; (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, Form S-4 shall have been duly obtained declared 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 or made and shall be in full force and effect.threatened by the SEC; (f) The Parent and the Company shall have received gross proceeds of a minimum of $17,500,000 from sales letter, as of the Shares Effective Time, by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ that, in accordance with GAAP, the Merger qualifies to all Purchasers be treated as a "pooling of interests" for accounting purposes, and shall have been advised in writing, as of the Effective Time, by Deloitte & Touche LLP that based upon inquiries and their examination of the financial statements of the Company they are not aware of any conditions relating to the Company that would preclude the use of "pooling of interests" accounting in connection with the Offering.Merger; and (g) The Parent and the Company shall have filed an application for listing of the Shares each received from King & Spalding, counsel to Parent, on the NASDAQ National Market date on or before which the Closing. (h) All instruments Form S-4 is declared effective by the SEC and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at on the Closing Date, a written opinion dated as of such date substantially in the form attached hereto as Exhibit F. In rendering such opinion, counsel to Parent shall be entitled to rely upon representations of officers of Parent and the Company and others reasonably satisfactory in form and substance to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactionscounsel.

CONDITIONS TO THE OBLIGATION. of Acquiror to Effect the Purchasers to Consummate the Closing------------------------------------------------------ Exchange. The obligation of each Purchaser Acquiror to consummate effect the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Exchange shall be subject -------- to the satisfaction fulfillment of the following additional conditions precedent:(any of which may be waived in whole or in part in writing by Acquiror): (a) The Seller shall have materially performed and complied with all obligations and agreements required to be performed and complied with by it under this Agreement at or prior to the Closing Date; (b) the representations and warranties of Seller contained herein of the Company in this Agreement shall be true and correct on at and as of the Closing Date with as if made at and as of such date (irrespective of whether Seller had knowledge of any inaccuracy in those representations and warranties stated to the same force best of Seller's knowledge), except as otherwise permitted by this Agreement and to the extent any variation would not have a material adverse effect on the financial condition, assets, operations or prospects of the Bank or on Seller's ability to consummate the Exchange in a timely manner; (c) Acquiror shall have received a certificate from the President or a Vice President of Seller, dated as though made on of the Closing Date, to the effect that the conditions set forth in paragraphs (a) and (b) above have been satisfied; (d) Acquiror shall have received from Seller copies of the resolutions adopted by its Board of Directors, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified as of the Closing Date (it being understood and agreed by the Purchasers thatSecretary or an Assistant Secretary of Seller; (e) Acquiror shall have received a certificate of good standing, dated not more than five days prior to the Closing Date, attesting to the good standing of the Bank as a corporation under the laws of the State of Missouri; (f) Acquiror shall have received certificate(s) representing the Bank Common Stock and duly executed and valid stock powers executed in blank and otherwise acceptable in form and substance to Acquiror; (g) Acquiror shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP a legal opinion addressed to Acquiror, in a form reasonably acceptable to Acquiror, with respect to the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only matters listed in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).Exhibit A hereto; and (bh) The Registration Rights Agreement Acquiror shall have been executed and delivered by the Company. (c) The Company shall have performed received all obligations and conditions herein documents required to be performed or observed delivered by Seller and the Company Bank, including without limitation the environmental reports required by Section 4.05 (the costs of such reports to be paid as stated in Sections 4.01(h) and 4.05) and any consents referred to in Section 4.09, on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance reasonably satisfactory to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactionsAcquiror.

CONDITIONS TO THE OBLIGATION. of Seller to Effect the Purchasers to Consummate the Closing---------------------------------------------------- Exchange. The obligation of each Purchaser Seller to consummate effect the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is Exchange shall be subject -------- to the satisfaction fulfillment of the following additional conditions precedent:(any of which may be waived in whole or in part in writing by Seller): (a) The Acquiror shall have materially performed and complied with all obligations and agreements required to be performed and complied with by it under this Agreement at or prior to the Closing Date; (b) the representations and warranties of Acquiror contained herein of the Company in this Agreement shall be true and correct on at and as of the Closing Date with as if made at and as of such date, except as otherwise permitted by this Agreement and to the same force extent any variation would not have a material adverse effect on Acquiror's ability to consummate the Exchange in a timely manner; (c) Seller shall have received a certificate from the President or a Vice President of Acquiror, dated as of the Closing Date, to the effect that the conditions set forth in paragraphs (a) and effect as though made on (b) above have been satisfied; (d) Seller shall have received copies of the resolutions adopted by the Board of Directors of Acquiror, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified as of the Closing Date (it being understood and agreed by the Purchasers that, in the case Secretary or an Assistant Secretary of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 5.1(a)).Acquiror; (be) The Registration Rights Agreement Seller shall have been received certificate(s) representing the shares of Exchange Stock, duly executed and delivered by the Company.valid stock powers executed in blank and otherwise acceptable in form and substance to Seller; and (cf) The Company Seller shall have performed received all obligations and conditions herein documents required to be performed or observed delivered by the Company Acquiror on or prior to the Closing Date. (d) No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. (e) The purchase of and payment for the Shares by the Purchasers shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby, other than for Regulation D and state blue sky filings with respect to the sale of the Shares, shall have been duly obtained or made and shall be in full force and effect. (f) The Company shall have received gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. (g) The Company shall have filed an application for listing of the Shares on the NASDAQ National Market on or before the Closing. (h) All instruments and corporate proceedings in connection with the transactions contemplated by this Agreement to be consummated at the Closing shall be satisfactory in form and substance reasonably satisfactory to the Purchasers, and the Purchasers shall have received copies (executed or certified, as may be appropriate) of all documents which the Purchasers may have reasonably requested in connection with such transactionsSeller.