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

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the Offer.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permissible, waiver) of the following conditions: (ia) if approval the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) no Applicable Law currently in effect or adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, make illegal or enjoin the consummation of the Merger by in a manner that would have or would reasonably be likely to have, individually or in the holders aggregate, a Material Adverse Effect on the Company or Parent; (c) the shares of Shares is required by applicable Law, this Agreement and Parent Common Stock issuable to the stockholders of the Company pursuant to the Merger shall have been approved by for listing on the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all NYSE, subject to official notice of their Shares in favor of the Agreement and the Mergerissuance; (iid) the Registration Statement shall have been declared effective and no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has stop order suspending the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation effectiveness of the Merger Registration Statement shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted)and no proceedings for such purpose shall be pending before or threatened by the SEC; (iii) all consents, authorizations, Orders and approvals of (or filings or registrations withe) any Governmental Authority required in connection with applicable waiting period under the execution, delivery and performance of this Agreement HSR Act relating to the Merger shall have expired or been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beterminated; and (ivf) Merger Subsidiary such authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, Governmental Authority as set forth on Schedule 10.01(f) shall have accepted for purchase and paid for the Shares tendered pursuant been obtained, made or occurred to the Offerextent that any failure to obtain such authorizations, consents, orders, declarations or approvals of, or to make filings with, or to have terminations or expirations of waiting periods occur that would have or would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger Company Shareholder Approval shall have been approved by obtained in accordance with New York Law and (ii) the Company Required Vote; provided that Parent and Merger Subsidiary Stockholder Approval shall have voted all been obtained in accordance with Delaware Law and the applicable New York Stock Exchange rules and regulations; (b) no Applicable Law shall prohibit the consummation of their Shares in favor of the Agreement and the Merger; (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, and (ii) the European Commission shall have taken a decision (or have been deemed to have taken a decision) under Article 6(1)(a) of the EC Merger Regulation or under 6(1)(b) of the EC Merger Regulation declaring the Merger compatible with the common market; (d) the Registration Statement shall have been declared effective and no provision stop order suspending the effectiveness of any applicable Law the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or Order threatened by the SEC; (e) the shares of Parent Stock to be issued in the Parent Stock Issuance shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (f) all actions by or in respect of, or filings with, any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit Authority, required to permit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained taken, made or madeobtained, except for such actions or filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure of which to take, make or obtain would not reasonably be expected to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a with respect to Parent Material Adverse Effect, as following the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the OfferEffective Time.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (iia) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted)effect; (iiib) all consents, authorizationsAuthorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorizationAuthorization, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Material Adverse Effect or materially impair the ability of Parent and Merger Subsidiary, taken as a Parent Material Adverse Effectwhole, to consummate the transactions contemplated by this Agreement, as the case may be; and (ivc) Merger Subsidiary shall have accepted for purchase and paid for the Shares validly tendered and not withdrawn pursuant to the OfferOffer and made all payments required under Section 3.8.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger The Company shall have been approved by obtained the Company Required Vote; provided that Stockholder Approval and (ii) Parent and Merger Subsidiary shall have voted all of their Shares in favor of obtained the Agreement and the MergerParent Stockholder Approval; (iib) no provision of any applicable Law All consents, approvals, orders or Order of authorizations from, and all material declarations, filings and registrations with, any Governmental Authority of competent jurisdiction which has the effect of making Entity, required to consummate the Merger illegal or shall otherwise restrain or prohibit and the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of other transactions contemplated by this Agreement shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings in connection with and registrations, the Merger and any other documents required failure of which to be filed after the Effective Time and except where the failure to have obtained or made any such consentwould not, authorizationindividually or in the aggregate, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Material Adverse Effect on Parent (for purposes of this clause, after giving effect to the Merger); (c) The Registration Statement shall have been declared effective under the Securities Act 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 the SEC; (d) The Share Issuance shall have been registered or a qualified under the securities or blue sky Laws of any jurisdiction where such registration or qualification is required, pursuant to Section 5.04(a) and Section 5.08(a); (e) MedCap Capital Partners L.P. and MedCap Master Fund L.P. shall have entered into voting agreements with Parent Material Adverse Effectand the Company in substantially the form attached hereto as Exhibit B and Exhibit C, as the case may berespectively; and (ivf) There shall not be pending any suit, action or proceeding by any Governmental Entity in any court of competent jurisdiction seeking to prohibit the consummation of the Merger Subsidiary shall have accepted for purchase and paid for or any other transaction contemplated by this Agreement or that would otherwise cause a Material Adverse Effect on the Shares tendered pursuant to the OfferCompany or Parent.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (ia) if approval of the Merger If required by the holders of Shares is required by applicable LawDGCL, this Agreement and the Merger shall have been approved adopted by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor stockholders of the Agreement and Company in accordance with the MergerDGCL; (iib) no provision No judgment, injunction, order or decree of any applicable Law or Order of any a Governmental Authority Entity of competent jurisdiction shall be in effect which has the effect of making the Merger or the Second Merger illegal or shall otherwise restrain restraining or prohibit prohibiting the consummation of the Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall be in effect (each party agreeing have used its reasonable efforts to use its commercially reasonable effortsprevent the entry of any such judgment, including appeals to higher courtsinjunction, to have any Order lifted)order or decree; (iiic) all All consents, authorizationsapprovals, Orders orders or authorizations from, and approvals of (or all material declarations, filings or and registrations with) , any Governmental Authority Entity required in connection with to consummate the execution, delivery Merger and performance of this Agreement the Second Merger shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings in connection with and registrations, the Merger and any other documents required failure of which to be filed after the Effective Time and except where the failure to have obtained or made any such consentwould not, authorizationindividually or in the aggregate, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse EffectEffect (for purposes of this clause, as after giving effect to the case may beMerger); (d) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; and (ive) Merger Subsidiary Sub shall have accepted for purchase and paid for the purchased or exchanged Shares tendered pursuant to the OfferOffer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached hereto).

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Company and Merger Subsidiary the New Investor to consummate the Merger Transactions are subject to the satisfaction of the following conditions: (ia) if approval the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Merger by Secondary Share Purchase Agreement in the holders of Shares is required by applicable Law, this Agreement and form attached hereto as Annex F shall be consummated simultaneously with the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the MergerClosing; (iib) any applicable waiting period under the HSR Act shall have expired or been terminated; (c) no provision of any applicable Law court, arbitrator or Order of any Governmental Authority of competent jurisdiction which has the shall have issued any injunction, order or decree still in effect, and there shall not be in effect of making the Merger illegal any statute, rule or shall otherwise restrain regulation, restraining or prohibit prohibiting the consummation of the Merger shall be in effect (each party agreeing to use Transactions or the effective operation of any material portion of the business of the Company and its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted)Subsidiaries after the Closing Date; (iiid) all consentsactions by or in respect of, authorizations, Orders and approvals of (or filings or registrations with) , any Governmental Authority required in connection with to permit the executionconsummation of the Transactions, delivery and performance of this Agreement shall have been obtained taken, made or madeobtained, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained take, make or made any obtain such consentactions or filings, authorizationindividually or in the aggregate with all other such failures, Order, approval, filing or registration would not make the Merger illegal or be reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (ive) Merger Subsidiary all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have accepted for purchase been obtained and paid 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 (f) the Company and Heartland shall have entered into a monitoring fee agreement (the "NEW MONITORING AGREEMENT") in form and substance satisfactory to each of them providing for the Shares tendered pursuant payment to the OfferHeartland of an annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Delaware Law, this Agreement and the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained approved and adopted by the stockholders of the Company in accordance with Delaware Law (except that this condition shall be deemed satisfied if Buyer and/or Merger Subsidiary shall have acquired (x) 90% or made, except for filings in connection with more of the outstanding shares of Class A Common and (y) 90% or more of the outstanding shares of Class B Common); (b) any applicable waiting period (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued or enforced any statute, regulation, decree, injunction or other order which has become final and any other documents required nonappealable and which prohibits the consummation of the Merger; provided, however, that each of the parties shall have used its best efforts to be filed after prevent the Effective Time and except where the failure to have obtained or made entry of any such consent, authorization, Order, approval, filing injunction or registration would not make the Merger illegal other order and to appeal as promptly as possible any such injunction or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case other order that may bebe entered prior to it having become final and nonappealable; and (ivd) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered purchased pursuant to the OfferOffer all Shares validly tendered prior to the expiration thereof and not withdrawn or shall have purchased pursuant to the Company Stockholders Agreement all Shares tendered thereunder.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of the following conditions: (ia) if approval of the Plan of Merger by the holders of Shares is required by applicable Law, this Agreement and the Plan of Merger shall have been approved by the requisite vote of the shareholders of the Company Required Vote; in accordance with the WBCL, provided that that, Parent and Merger Subsidiary Sub shall have voted all of their Shares in favor of the Agreement and the Plan of Merger; (iib) no provision of any applicable Law or Order of any Governmental Authority Entity of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iiic) all consents, authorizations, Orders and approvals the conditions set forth in clause (x) of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance first paragraph of this Agreement Annex A shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may besatisfied; and (ivd) Merger Subsidiary Sub shall have accepted for purchase and paid for the Shares tendered pursuant to the Offer; provided, that this condition shall be deemed to have been satisfied with respect to the obligation of the Purchaser and Merger Sub to effect the Merger if Merger Sub fails to accept for payment or pay for Shares validly tendered and not withdrawn pursuant to the Offer at a time when all conditions under Annex A have been satisfied.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Seller and Merger Subsidiary Purchaser to consummate the Merger Closing are subject to the satisfaction of the following conditions: (ia) if approval of any applicable waiting period under the Merger by HSR Act relating to the holders of Shares is required by applicable Law, this Agreement and the Merger transactions contemplated hereby shall have expired or been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Mergerterminated; (iib) no provision of any applicable Law law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal regulation and no judgment, injunction, order or decree shall otherwise restrain or prohibit the consummation of the Merger transactions contemplated hereby; (c) all Governmental Consents shall have been obtained and be in effect (each party agreeing effect, and be subject to use its commercially reasonable effortsno limitations, including appeals conditions, restrictions or obligations, except for such consents the failure to higher courtsobtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or Governmental Body shall have issued any Order liftedorder, and there shall not be any statute, rule or regulation restraining or prohibiting the effective operation of the business of Purchaser or Seller after the Closing that would be reasonably expected to have a Purchaser Material Adverse Effect (after giving effect to the transactions contemplated hereby); (iiie) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement FCC Consent shall have been obtained become a Final Order and shall not contain any conditions with respect to Seller or madePurchaser, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration which conditions would not make the Merger illegal or have a Company Seller Material Adverse Effect or a Parent Purchaser Material Adverse Effect, as the case may be; and (ivf) Merger Subsidiary shall all conditions set forth in Article 9 of the Reorganization Agreement have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen satisfied or expressly waived in writing.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (where permitted by Applicable Law) written waiver by the Company and Parent of the following conditions: (ia) if approval There shall not have been issued by any court of competent jurisdiction and remain in effect any restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger by the holders of Shares is required by applicable LawMerger, this Agreement and the Merger nor shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of order been promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Authority which directly or indirectly prohibits, or makes illegal the consummation of competent jurisdiction which has the effect of making Merger. (b) The Company Stockholder Approval shall have been obtained. (i) The waiting period (and any extension thereof), and any commitments by the Merger illegal or shall otherwise restrain or prohibit parties not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to the consummation of the Merger under the HSR Act shall be in effect have expired or early termination thereof shall have been granted and (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iiiii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement other Required Regulatory Approvals shall have been obtained or made, except for filings and shall remain in connection with the Merger full force and any other documents required to be filed after the Effective Time effect and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary all statutory waiting periods in respect thereof shall have accepted for purchase and paid for expired or been terminated, in each case, without the Shares tendered pursuant to imposition, individually or in the Offeraggregate, of a Burdensome Condition.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Required Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable best efforts, including appeals to higher courtsCourts, to have any Order lifted); (iii) all consents, authorizationsAuthorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorizationAuthorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares validly tendered and not withdrawn pursuant to the Offer, and if the Top-Up Option was exercised, the Top-Up Shares have been issued to Parent, and Merger Subsidiary shall have made all payments required under Section 3.8.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of each of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawno order, this Agreement and the Merger stay, decree, judgment or injunction shall have been approved entered, issued or enforced by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority court of competent jurisdiction which has prohibits consummation of the effect of making Merger, and there shall not be any action taken by any Governmental Authority, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger illegal or shall otherwise restrain or prohibit Merger, which makes the consummation of the Merger illegal or substantially deprives Parent, the Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, taken as a whole; (b) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger in accordance with the terms hereof shall have been obtained (other than those actions or filings which, if not obtained or made prior to the consummation of the Merger, would not have a Material Adverse Effect on the Company prior to or after the Effective Time or a Material Adverse Effect on Parent after the Effective Time or be in effect (each party agreeing reasonably likely to use its commercially reasonable effortssubject the Company, including appeals Parent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to higher courts, to have any Order liftedsubstantial penalties or criminal liability); (iiic) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement Initial Stockholder Approval shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beobtained; and (ivd) Merger Subsidiary Parent shall have accepted for purchase and paid for the Shares tendered pursuant delivered to the OfferCompany a Merger Election Notice in accordance with Section 1.1(b) and such Merger Election Notice shall not have been withdrawn or revoked in any manner by Parent.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of each of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawno order, this Agreement and the Merger stay, decree, judgment or injunction shall have been approved entered, issued or enforced by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority court of competent jurisdiction which has prohibits the effect consummation of making the Merger illegal Merger, and there shall not be any action taken by any Governmental Authority, or shall otherwise restrain any statute, rule, regulation or prohibit order enacted, entered, enforced or deemed applicable to the Merger, which makes the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable effortsillegal or substantially deprives Parent, including appeals to higher courtsthe Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, to have any Order lifted)taken as a whole; (iiib) all consents, authorizations, Orders and approvals actions by or in respect of (or filings or registrations with) with any Governmental Authority required to permit the consummation of the Merger in connection accordance with the execution, delivery and performance of this Agreement terms hereof shall have been obtained (other than those actions or madefilings which, except for filings in connection with if not obtained or made prior to the Merger and any other documents required consummation of the Merger, would not have a Material Adverse Effect on the Company prior to be filed or after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect on Parent after the Effective Time or a Parent Material Adverse Effectbe reasonably likely to subject the Company, as the case may beParent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); and (ivc) Merger Subsidiary the Initial Stockholder Approval shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen obtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (i) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved by the Required Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable best efforts, including appeals to higher courtsCourts, to have any Order lifted); (iii) all consents, authorizationsAuthorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorizationAuthorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares validly tendered and not withdrawn pursuant to the OfferOffer and made all payments required under Section 3.8.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Seller and Merger Subsidiary Purchaser to consummate the Merger Closing are subject to the satisfaction of the following conditions: (ia) if approval of any applicable waiting period under the Merger by HSR Act relating to the holders of Shares is required by applicable Law, this Agreement and the Merger transactions contemplated hereby shall have expired or been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Mergerterminated; (iib) no provision of any applicable Law law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal regulation and no judgment, injunction, order or decree shall otherwise restrain or prohibit the consummation of the Merger transactions contemplated hereby; (c) all Governmental Consents shall have been obtained and be in effect (each party agreeing effect, and be subject to use its commercially reasonable effortsno limitations, including appeals conditions, restrictions or 18 obligations, except for such consents the failure to higher courtsobtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or Governmental Body shall have issued any Order liftedorder, and there shall not be any statute, rule or regulation restraining or prohibiting the effective operation of the business of Purchaser or Seller after the Closing that would be reasonably expected to have a Purchaser Material Adverse Effect (after giving effect to the transactions contemplated hereby); (iiie) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement FCC Consent shall have been obtained become a Final Order and shall not contain any conditions with respect to Seller or madePurchaser, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration which conditions would not make the Merger illegal or have a Company Seller Material Adverse Effect or a Parent Purchaser Material Adverse Effect, as the case may be; and (ivf) Merger Subsidiary shall all conditions set forth in Article 9 of the Reorganization Agreement have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen satisfied or expressly waived in writing.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Company and Merger Subsidiary the New Investor to consummate the Merger Transactions are subject to the satisfaction of the following conditions: (ia) if approval the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Merger by Secondary Share Purchase Agreement in the holders of Shares is required by applicable Law, this Agreement and form attached hereto as Annex F shall be consummated simultaneously with the Merger shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the MergerClosing; (iib) any applicable waiting period under the HSR Act shall have expired or been terminated; (c) no provision of any applicable Law court, arbitrator or Order of any Governmental Authority of competent jurisdiction which has the shall have issued any injunction, order or decree still in effect, and there shall not be in effect of making the Merger illegal any statute, rule or shall otherwise restrain regulation, restraining or prohibit prohibiting the consummation of the Merger shall be in effect (each party agreeing to use Transactions or the effective operation of any material portion of the business of the Company and its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted)Subsidiaries after the Closing Date; (iiid) all consentsactions by or in respect of, authorizations, Orders and approvals of (or filings or registrations with) , any Governmental Authority required in connection with to permit the executionconsummation of the Transactions, delivery and performance of this Agreement shall have been obtained taken, made or madeobtained, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained take, make or made any obtain such consentactions or filings, authorizationindividually or in the aggregate with all other such failures, Order, approval, filing or registration would not make the Merger illegal or be reasonably expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (ive) Merger Subsidiary all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have accepted for purchase been obtained and paid 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 (f) the Company and Heartland shall have entered into a monitoring fee agreement (the "New Monitoring Agreement") in form and substance satisfactory to each of them providing for the Shares tendered pursuant payment to the OfferHeartland of an annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger Company Shareholder Approval shall have been approved by obtained at the Scheme Meeting and the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the MergerGM; (iib) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modification being acceptable to Company and Buyer acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey; (c) no provision Governmental Entity of any applicable Law or Order of any Governmental Authority of a competent jurisdiction which has the shall have issued any Order or other action that is in effect of making the Merger illegal (whether temporary, preliminary or shall permanent) restraining, enjoining or otherwise restrain or prohibit prohibiting the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders Transaction and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement no applicable Law shall have been obtained adopted that makes consummation of the Transaction illegal or madeotherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, except for filings in connection with the Merger and any other documents required to presence of such Law will only be filed after the Effective Time and except where the a failure to have obtained or made any such consent, authorization, Order, approval, filing or registration meet a condition under this ‎Section 7.1(c) to the extent it would not make the Merger illegal or have constitute a Company Material Adverse Effect or a Parent Material Adverse EffectRestraint); and (d) all consents required (or, as the case may be; and (iv, confirmation from the relevant authority that it does not consider its consent would be required) Merger Subsidiary under the Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have accepted for purchase been obtained or any applicable waiting period (and paid for the Shares tendered pursuant to the Offer.any extensions thereof) thereunder shall have expired or been terminated;

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Buyer and Merger Subsidiary to consummate the Merger are subject to the satisfaction on or prior to the Closing Time of the following conditions, except to the extent permitted by applicable law, that such conditions may be waived: (ia) if approval this Agreement shall have been duly adopted by the stockholders of the Merger by Company in accordance with the holders of Shares is required by conditions specified in the DGCL; (b) any applicable Law, this Agreement and waiting period under the HSR Act relating to the Merger shall have expired or been approved earlier terminated; (c) No court or Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger (collectively, an "Order"), and no Governmental Entity or any other Person shall have instituted any proceeding seeking such an Order; and (d) Other than the Certificate of Merger, all notices, reports and other filings required to be made prior to the Effective Time by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all or Buyer or any of their Shares respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Buyer from any Governmental Entity (collectively, "Governmental Consents") in favor connection with the execution and delivery of the this Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, have been made or obtained upon terms and conditions that are not reasonably likely to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (a Material Adverse Effect on Buyer or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or madeCompany, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where those Governmental Consents that the failure to have obtained make or made any such consentobtain are not, authorizationindividually or in the aggregate, Order, approval, filing or registration would not make the Merger illegal or reasonably likely to have a Company Material Adverse Effect on the Company or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the OfferBuyer.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (ia) if approval of the Merger If required by the holders of Shares is required by applicable LawDGCL, this Agreement and the Merger shall have been approved adopted by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor stockholders of the Agreement and Company in accordance with the MergerDGCL; (iib) no provision No judgment, injunction, order or decree of any applicable Law or Order of any a Governmental Authority Entity of competent jurisdiction shall be in effect which has the effect of making the Merger or the Second Merger illegal or shall otherwise restrain restraining or prohibit prohibiting the consummation of the Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall be in effect (each party agreeing have used its reasonable efforts to use its commercially reasonable effortsprevent the entry of any such judgment, including appeals to higher courtsinjunction, to have any Order lifted)order or decree; (iiic) all All consents, authorizationsapprovals, Orders orders or authorizations from, and approvals of (or all material declarations, filings or and registrations with) , any Governmental Authority Entity required in connection with to consummate the execution, delivery Merger and performance of this Agreement the Second Merger shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings in connection with and registrations, the Merger and any other documents required failure of which to be filed after the Effective Time and except where the failure to have obtained or made any such consentwould not, authorizationindividually or in the aggregate, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse EffectEffect (for purposes of this clause, as after giving effect to the case may beMerger); (d) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; and (ive) Merger Subsidiary Sub shall have accepted for purchase and paid for the purchased or exchanged Shares tendered pursuant to the OfferOffer (provided that this shall not be a condition to Parent's and Merger Sub's obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are Transaction contemplated by this Agreement is subject to the satisfaction of or, to the following conditions: (i) if approval of the Merger by the holders of Shares is required extent permitted by applicable Law, this Agreement and waiver in writing by each Party, at or prior to Closing, of the Merger following conditions:‌ (a) the Company Shareholder Approval shall have been approved obtained at the Scheme Meeting and the Company GM;‌ (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without‌ modification (but subject to any non-de minimis modification being acceptable to Company Required Vote; provided that Parent and Merger Subsidiary Buyer acting reasonably and in good faith) and a copy of the Court Order shall have voted all been delivered to the Registrar of their Shares Companies in favor of the Agreement and the Merger;Jersey; (iic) no provision Governmental Entity of any applicable Law or Order of any Governmental Authority of a competent jurisdiction which has the shall have issued any Order or other action that is in effect of making the Merger illegal (whether temporary, preliminary or shall permanent) restraining, enjoining or otherwise restrain or prohibit prohibiting the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders Transaction and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement no applicable Law shall have been obtained adopted that makes consummation of the Transaction illegal or madeotherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, except for filings in connection with the Merger and any other documents required to presence of such Law will only be filed after the Effective Time and except where the a failure to have obtained or made any such consent, authorization, Order, approval, filing or registration meet a condition under this Section 7.1(c) to the extent it would not make the Merger illegal or have constitute a Company Material Adverse Effect or a Parent Material Adverse EffectRestraint); and‌ (d) all consents required (or, as the case may be; and (iv, confirmation from the relevant authority that it does not consider its consent would be required) Merger Subsidiary under the Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have accepted for purchase been obtained or any‌ applicable waiting period (and paid for the Shares tendered pursuant to the Offer.any extensions thereof) thereunder shall have expired or been terminated;

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Buyer and Merger Subsidiary Seller to consummate the Merger Closing are subject to the satisfaction (or waiver) of the following conditions: (ia) if approval of Any applicable waiting period (or extensions thereof) under the Merger H-S-R Act relating to the transactions contemplated by this Agreement shall have expired without any adverse action having been taken by the holders Federal Trade Commission or the U.S. Department of Shares is required by applicable Law, this Agreement Justice (or Buyer and the Merger Seller shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all received notice of their Shares in favor of the Agreement and the Mergerearly termination); (iib) no provision of No temporary restraining order, preliminary or permanent injunction, or other order by any applicable Law federal or Order of any Governmental Authority state court of competent jurisdiction which has in the effect of making the Merger illegal United States restraining or shall otherwise restrain or prohibit prohibiting the consummation of the Merger transactions contemplated hereby shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, commercial efforts to have any Order such restraining order, injunction or other order lifted); (iiic) all consents, authorizations, Orders and approvals All consents or actions by or in respect of (or filings or registrations with) with any Governmental Authority required in connection with to permit the execution, delivery and performance consummation of this Agreement the transactions contemplated hereby shall have been taken or obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration than those which would not make the Merger illegal cause or have a Company Material Adverse Effect material adverse effect on the Seller or a Parent Material Adverse Effect, as Buyer; (d) The Restructuring transactions contemplated by Section 5.06 (including the case may beexecution and delivery of the Contribution Agreement) shall have been completed; and (ive) Merger Subsidiary The total amount of the Lease Fee Adjustments and the Lease Loss Adjustments shall have accepted for purchase and paid for not exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000) in the Shares tendered pursuant to the Offeraggregate.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of each of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawno order, this Agreement and the Merger stay, decree, judgment or injunction shall have been approved entered, issued or enforced by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority court of competent jurisdiction which has prohibits consummation of the effect of making Merger, and there shall not be any action taken by any Governmental Authority, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger illegal or shall otherwise restrain or prohibit Merger, which makes the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable effortsillegal or substantially deprives Parent, including appeals to higher courtsthe Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, to have any Order lifted)taken as a whole; (iiib) all consents, authorizations, Orders and approvals actions by or in respect of (or filings or registrations with) with any Governmental Authority required to permit the consummation of the Merger in connection accordance with the executionterms hereof, delivery and performance including but not limited to the expiration or early termination of this Agreement the waiting period under the HSR Act, shall have been obtained (other than those actions or madefilings which, except for filings if not obtained or made prior to the consummation of the Merger, would not result in connection with and could not be reasonably expected to result in a Material Adverse Effect on the Merger and any other documents required Company prior to be filed or after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect on Parent after the Effective Time or a Parent Material Adverse Effectbe reasonably likely to subject the Company, as the case may beParent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); and (ivc) Merger Subsidiary the Shareholder Approval shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen obtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Subco to consummate complete the Merger Arrangement and to file the Arrangement Filings to give effect to the Arrangement are subject to the satisfaction of the following conditions: conditions (i) or, if approval of the Merger by the holders of Shares is required permitted by applicable Law, this Agreement and waiver by the Merger Party for whose benefit such conditions exist): (a) the Arrangement Resolution shall have been approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares Shareholders at the Meeting in favor of the Agreement and the Mergeraccordance with Section 2.05; (iib) the SEC Clearance with respect to the Information Circular shall have been obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Company; (c) the Interim Order and the Final Order shall have been obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Company and shall not have been set aside or modified in a manner that is reasonably unacceptable to such Party on appeal or otherwise; (d) the amalgamation application relating to the Arrangement and the Arrangement Filings shall be in form and substance reasonably satisfactory to Parent, Subco and the Company; (e) no provision of any applicable Law order, statute, rule, regulation, executive order, stay, decree, judgment or Order of injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority or a court of competent jurisdiction which has the effect of making prohibiting the Merger illegal or shall otherwise restrain or prohibit the consummation completion of the Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (iii) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may beArrangement; and (ivf) Merger Subsidiary all necessary and material governmental and regulatory clearances, consents, or approvals shall have accepted for purchase been received on terms reasonably satisfactory to each of Parent, Subco and paid for the Shares tendered pursuant to the OfferCompany.

Conditions to the Obligations of Each Party. The obligations of the ------------------------------------------- Company, Parent Eastwind and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Law, this Agreement and the Merger shall have been approved adopted by the directors and by the stockholders of the Company Required Vote; provided that Parent and of Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Mergeraccordance with Delaware Law; (iib) no provision of any applicable Law law or Order regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (c) all actions by or in respect of or filings with any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal governmental body, agency, official, or shall otherwise restrain or prohibit authority required to permit the consummation of the Merger shall have been obtained (other than those actions or filings which, if not obtained or made prior to the consummation of the Merger, would not reasonably be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, expected to have any Order lifteda Material Adverse Effect or would not cause the Merger to be legally ineffective, unlawful or invalid); (iiid) all consentsthere shall not be in effect any banking moratorium or suspension of payments in respect of banks in the United States or Canada, authorizationsor any general suspension in trading in, Orders and approvals or limitation on prices for, securities on the NASDAQ Small Capital Market; (e) All third-party consents to the change of (or filings or registrations with) any Governmental Authority required control in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with Company effected by the Merger required under any written contract or agreement, a list of which is included in Schedules 3.01(b) and any other documents required to be filed after the Effective Time and except where (c), the failure of which to obtain could reasonably be expected to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; andshall have been obtained. (ivf) All other required governmental regulatory approvals of the Merger Subsidiary in the United States shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen obtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawlaw, this Agreement and the Merger shall have been approved adopted by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor requisite vote of the Agreement and stockholders of the MergerCompany in accordance with the DGCL; (iib) no provision of any applicable Law law or Order regulation and no judgment, injunction, order or decree of any Governmental Authority a court or governmental agency or authority of competent jurisdiction which has shall have the effect of making the Merger illegal or shall otherwise restrain or prohibit the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable best efforts, including appeals to higher courts, to have any Order judgment, injunction, order or decree lifted); (iiic) Merger Subsidiary shall have accepted and purchased Shares validly tendered and not withdrawn pursuant to the Offer; and (d) all consents, authorizations, Orders orders and approvals of (or filings or registrations with) any Governmental Authority Entity required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Orderorder, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerillegal.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (ia) if approval of the Merger If required by the holders of Shares is required by applicable LawDGCL, this Agreement and the Merger shall have been approved adopted by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor stockholders of the Agreement and Company in accordance with the MergerDGCL; (iib) no provision No judgment, injunction, order or decree of any applicable Law or Order of any a Governmental Authority Entity of competent jurisdiction shall be in effect which has the effect of making the Merger or the Second Merger illegal or shall otherwise restrain restraining or prohibit prohibiting the consummation of the Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall be in effect (each party agreeing have used its reasonable efforts to use its commercially reasonable effortsprevent the entry of any such judgment, including appeals to higher courtsinjunction, to have any Order lifted)order or decree; (iiic) all All consents, authorizationsapprovals, Orders orders or authorizations from, and approvals of (or all material declarations, filings or and registrations with) , any Governmental Authority Entity required in connection with to consummate the execution, delivery Merger and performance of this Agreement the Second Merger shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings in connection with and registrations, the Merger and any other documents required failure of which to be filed after the Effective Time and except where the failure to have obtained or made any such consentwould not, authorizationindividually or in the aggregate, Order, approval, filing or registration would not make the Merger illegal or reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse EffectEffect (for purposes of this clause, as after giving effect to the case may beMerger); (d) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; and (ive) Merger Subsidiary Sub shall have accepted for purchase and paid for the purchased or exchanged Shares tendered pursuant to the OfferOffer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the conditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction of each of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawno order, this Agreement and the Merger stay, decree, judgment or injunction shall have been approved entered, issued or enforced by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority court of competent jurisdiction which has prohibits consummation of the effect of making Merger, and there shall not be any action taken by any Governmental Authority, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger illegal or shall otherwise restrain or prohibit Merger, which makes the consummation of the Merger shall be in effect (each party agreeing to use its commercially reasonable effortsillegal or substantially deprives Parent, including appeals to higher courtsthe Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, to have any Order lifted)taken as a whole; (iiib) all consents, authorizations, Orders and approvals actions by or in respect of (or filings or registrations with) with any Governmental Authority required to permit the consummation of the Merger in connection accordance with the execution, delivery and performance of this Agreement terms hereof shall have been obtained (other than those actions or madefilings which, except for filings in connection with if not obtained or made prior to the Merger and any other documents required consummation of the Merger, would not have a Material Adverse Effect on the Company prior to be filed or after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect on Parent after the Effective Time or a Parent Material Adverse Effectbe reasonably likely to subject the Company, as the case may beParent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); and (ivc) Merger Subsidiary the Initial Stockholder Approval shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerbeen obtained.

Conditions to the Obligations of Each Party. The obligations ---------- -- --- ----------- -- ---- ----- of the Company, Parent and Merger Subsidiary Subcorp to consummate the Merger are subject to the satisfaction of the following conditions: (ia) if approval of the Merger by the holders of Shares is required by applicable Lawno order, this Agreement and the Merger stay, decree, judgment or injunction shall have been approved entered, issued or enforced by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (ii) no provision of any applicable Law or Order of any Governmental Authority court of competent jurisdiction which has that prohibits consummation of the effect Merger, and there shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger, that makes the consummation of making the Merger illegal or shall otherwise restrain substantially deprives Parent of any of the anticipated benefits of the Merger or prohibit the related transactions; (b) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger shall have been obtained (other than those actions or filings that, if not obtained or made prior to the consummation of the Merger, would not have a Parent Material Adverse Effect after the Effective Time or be in effect (each party agreeing reasonably likely to use its commercially reasonable effortssubject the Company, including appeals Parent, Subcorp or any of their respective subsidiaries or any of their respective officers or directors to higher courts, to have any Order liftedsubstantial penalties or criminal liability);; and (iiic) all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required proceedings in connection with the execution, delivery and performance of transactions contemplated by this Agreement shall have been obtained and all certificates and other documents reasonably requested by a party to be delivered to such party pursuant to this Agreement or made, except for filings in connection with the Merger Closing will be reasonably satisfactory to such party and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, Order, approval, filing or registration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be; and (iv) Merger Subsidiary shall have accepted for purchase and paid for the Shares tendered pursuant to the Offerits counsel.