Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of each party to effect the Merger shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health): (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party of Parent, Merger Sub and the Company to effect the Merger Closing shall be subject to the satisfactionfollowing conditions, at any one or prior more of which, to the Closing Dateextent permitted by Applicable Law, of the following conditions (any of which may be waived in writing writing, as to itself, by HEALTHSOUTH, and Advantage Health):either party: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent), which (i) prevents is then in effect and has the effect of enjoining, restraining, prohibiting or materially delays otherwise preventing the consummation of the Merger transactions contemplated by this Agreement (collectively, a “Restraint”); provided, however, that any antitrust, competition, fair trade or similar Applicable Law (iiwhether temporary, preliminary or permanent) would impose any material limitation on which has such an effect shall constitute a “Restraint” only if it arises under the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage HealthHSR Act, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as EU Merger Regulation or an antitrust, competition, fair trade or similar Applicable Law in a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agencyjurisdiction specified in Section 8.1(b) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal.Company Disclosure Letter; (ci) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance (ii) the approval of the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation (or the approval by those national competition authorities in the European Union that have jurisdiction as a result of a referral of the transactions contemplated by this Agreement under the HSR Act, which action shall not constitute a breach of EU Merger Regulation); and (iii) any approval or waiting period with respect to those jurisdictions set forth in Section 8.1(b) of the provisions hereof Company Disclosure Letter shall have been obtained or terminated or shall have expired; (c) The Form S-4 shall have been declared effective under the failure Securities Act and no stop order suspending the effectiveness of any condition hereunder so long as it does not result the Form S-4 shall be in a material adverse effect on and no proceedings for such party.purpose shall be pending before the Commission; (d) The Registration Statement Company Stockholder Approval shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect.obtained; and (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is NYSE, subject to no stop orderofficial notice of issuance (provided that the satisfaction of the condition set forth in this Section 8.1(e) shall not be a condition to the obligation of Parent or Merger Sub to effect the Closing if the representation and warranty set forth in the fourth sentence of Section 6.2 is not true and correct in all respects). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations obligation of each party Party to effect consummate the Merger purchase and issuance and sale of the Purchased Common Stock shall be subject to the satisfaction, at satisfaction on or prior to the Closing Date, Date of each of the following conditions (any or all of which may be waived by a particular Party on behalf of itself in writing writing, in whole or in part, to the extent permitted by HEALTHSOUTH, and Advantage Healthapplicable Law): (ai) None of HEALTHSOUTHno Law shall have been enacted or promulgated, the Subsidiary or Advantage Health and no action shall be subject to have been taken, by any order, decree or injunction by a court Governmental Authority of competent jurisdiction which (i) prevents temporarily, preliminarily or materially delays permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Merger transactions contemplated by this Agreement or the Transaction Documents or makes the transactions contemplated by this Agreement or the Transaction Documents illegal; (ii) would impose there shall not be pending any material limitation on Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the ability transactions contemplated by this Agreement or the Transaction Documents; (iii) the Amended and Restated Certificate of HEALTHSOUTH effectively to exercise full rights of ownership Incorporation of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation Company shall have been enacted by amended (the government “Charter Amendment”) to (i) increase the number of authorized shares of Common Stock to permit the transactions contemplated hereby, and (ii) delete or any governmental agency) revise portions of Article 11 thereof to enable the Board of Directors of the United States Company to approve certain transfers of Common Stock by holders of five percent or any state, municipality or other political subdivision thereof that makes the consummation more of the Merger and any other transaction contemplated hereby illegal.outstanding amount of Common Stock (“5% Holders”), including without limitation, the pre-approval of certain transfers on a prospective basis; (civ) Any waiting period (and any extension thereof) applicable all actions as are necessary to amend or obtain waivers under the consummation Warrant Agreement in order to waive the application of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance anti-dilution rights set forth in Section 4.5 of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order Warrant Agreement with respect to the Registration Statement Purchased Common Stock (the “Anti-Dilution Amendment”) shall be in effect.completed; (ev) The holders all actions as are necessary to amend or obtain waivers under the 2012 Registration Rights Agreement in order to waive the application of Advantage Health piggyback registration rights under Section 2.2 of the 2012 Registration Rights Agreement with respect to the registration statement covering the Purchased Common Stock contemplated by the Registration Rights Agreement (the “2012 Registration Rights Amendment”) shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof.be completed; and (fvi) The shares all closing conditions (other than payment of HEALTHSOUTH Common Stock the purchase price) required to be issued in connection with consummate the Merger shall TSO Acquisition have been approved for listing satisfied or waived, and the parties to the TSO Acquisition Agreement are prepared to consummate the TSO Acquisition substantially on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)terms set forth therein. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger PVFC, Park View, UCFC and Home Savings under this Agreement shall be subject to the satisfaction, at or written waiver by the parties prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHPVFC and UCFC shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain, other than divestitures or dispositions required to satisfy antitrust requirements, any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Corporate Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the transactions contemplated by this Agreement or making the Corporate Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger UCFC and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health PVFC shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelythe written opinion of UCFC’s Counsel, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Corporate Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, UCFC’s Counsel will require and rely upon customary representations contained in letters from UCFC and PVFC that UCFC’s Counsel reasonably deems relevant.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved the issuance of Buyer Shares in accordance with this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect this Agreement to consummate the Merger and the Stock Purchase shall be subject to the satisfaction, at or prior to the Closing Date, satisfaction of each of the following conditions conditions, provided that Parent may direct each other party hereto to waive any condition contained in this Section 8.1 if (any of which may x) no such party could be waived in writing by HEALTHSOUTHcriminally culpable for waiving or closing over such condition, and Advantage Health):(y) Parent shall fully indemnify each such party for any liabilities or losses incurred by each such party in connection with or arising out of waiving or closing over such condition, such indemnification to be approved by the Company on behalf of each Principal Member and KMV Corporation on behalf of each KMV Corporation Shareholder: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No order, injunction or decree or injunction issued by a court any Governmental Authority of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Stock Purchase shall be in effect. No proceeding initiated by any material limitation on the ability of HEALTHSOUTH effectively Governmental Authority seeking an injunction to exercise full rights of ownership of the Common Stock of the Surviving Corporation restrain or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes prohibit the consummation of the Merger or the Stock Purchase shall be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits, restricts in any material manner or makes illegal consummation of the Merger or the Stock Purchase; (b) All consents, waivers, authorizations and any other transaction contemplated hereby illegal.approvals required from all Governmental Authorities to consummate the Merger and the Stock Purchase, without the imposition of conditions or requirements, in the aggregate, the satisfaction of which by Parent or its Subsidiaries or KMV Corporation, the Company or their respective Subsidiaries are reasonably likely to result in either a Parent Material Adverse Effect or a Company Material Adverse Effect shall have been obtained and shall remain in full force and effect as of the Closing Date; (c) Any waiting period (and any extension thereof) applicable to the consummation In respect of the Merger under notifications of the parties hereto pursuant to the HSR Act and any other applicable antitrust or competition laws, the applicable waiting period(s) and any extensions thereof shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party.and (d) The Registration Statement A general moratorium on commercial banking activities in New York or California shall not have been declared effective by either Federal or state authorities and no stop order with respect to be continuing nor shall there occur and be continuing any calamity or crisis in the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to financial markets that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated either (i) not later than January 12renders Parent unable to access or borrow funds in the ordinary course of business or make use of the United States federal wire system, 1996, or (ii) renders the date Escrow Agent unable to receive the deposit of the mailing of the Proxy Statement and (iii) the Closing DateEscrow Funds.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote. (b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote. (c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (d) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (de) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock have been issued and no proceeding for that purpose shall have approved been initiated by the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereofSEC. (f) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (g) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order). (g) The Merger shall qualify for "pooling official notice of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.issuance. ARTICLE NINE

Mutual Conditions. The respective obligations of each party the Seller and the Purchaser to effect complete the Merger shall be transactions contemplated herein are subject to the satisfaction, at or prior to the Closing Date, fulfilment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):at or before the Closing or such other time as is specified below: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health there shall be subject to no action taken under any orderexisting applicable laws or any statute, decree rule, regulation or injunction Order which is enacted, enforced, promulgated or issued by a court of competent jurisdiction which any court, department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that: (i) prevents makes illegal or materially delays otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Merger or transactions contemplated herein; or (ii) would impose any results in a judgment or assessment of material limitation on damages directly or indirectly relating to the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.transactions contemplated herein; (b) No statute, rule or regulation the Seller shall have been enacted by received conditional listing approval for the government (or any governmental agency) of Unit Shares and Warrant Shares from the United States or any state, municipality or other political subdivision thereof that makes TSX and the consummation of the Merger and any other transaction contemplated hereby illegal.NYSE-MKT; and (c) Any waiting period all consents, approvals and authorizations (including, without limitation, the TSX, the NYSE-MKT, securities commissions and any extension thereofother regulatory approvals) applicable required or necessary in connection with the transactions contemplated herein shall have been obtained on terms and conditions satisfactory to the consummation of Seller and Purchaser, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the Merger transactions contemplated under the HSR Act this Agreement shall have expired or been terminated; provided that each party hereto shall take, and be permitted to takeno objection or opposition shall have been filed, initiated or made by any action necessary regulatory authority during any applicable statutory or regulatory period. The foregoing conditions are for clearance the mutual benefit of the Merger Seller on the one hand and Purchaser on the other hand and may be waived (to the extent permitted under applicable laws),, in whole or in part, by the HSR ActParties, at any time in which action event the Parties shall not constitute a breach of have no further liability to fulfill such condition(s) except as provided under this Agreement, including pursuant to Section 8.2 hereof. If any of the provisions hereof said conditions precedent shall not be complied with or waived as aforesaid on or before July 15, 2014 then, either Party may rescind and terminate its obligations to sell or purchase the Units as contemplated by this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption rescinding Party’s breach of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereofAgreement. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Healthshall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger Merger. (b) All material consents, approvals, permits or authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and any other transaction delivery of this Agreement and the consummation of the transactions contemplated hereby illegalshall have been obtained. (c) Any waiting period (This Agreement and any extension thereof) applicable to the consummation transactions contemplated hereby shall have been approved and adopted by the affirmative vote of a majority of the Merger under outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the HSR Act Company's stockholders' meeting, and the Share Issuance shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance approved by the Parent Stockholders in accordance with the rules of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyNasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any other Governmental Entity. (e) The holders No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them or which seeks material damages in accordance connection with the provisions of Section 7.3 hereoftransactions contemplated hereby which continues to be outstanding. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved authorized for listing quotation on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq, subject to no stop order)official notice of issuance. (g) The Merger All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall qualify for "pooling of interests" accounting treatmenthave been obtained, and HEALTHSOUTH and Advantage Health except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received letters an opinion dated as of the Closing Date of Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., to the effect that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii1) the date Merger will constitute a reorganization within the meaning of Section 368(a) of the mailing of the Proxy Statement Code and (iii2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Closing DateMerger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger shall have been issued and remain in effect, and no statute, rule, regulation or (ii) would impose executive order shall have been enacted, entered or promulgated by any material limitation Governmental Authority which prohibits the consummation of the Merger substantially on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a wholeterms contemplated hereby. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any All waiting period (and any extension thereof) periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto terminated and all other material consents, approvals, permits or authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall takehave been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and be permitted to take, any action necessary for clearance the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyNYSE. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SEC or any other Governmental Entity. (e) The holders No action shall be instituted by any Governmental Authority which seeks to prevent consummation of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them or which seeks material damages in accordance connection with the provisions of Section 7.3 hereoftransactions contemplated hereby which continues to be outstanding. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved authorized for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is NYSE, subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling All consents, waivers and approvals of interests" accounting treatment, and HEALTHSOUTH and Advantage Health third parties required in connection with the transactions contemplated hereby shall have received letters been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that effect from Ernst & Younga party which has not used all reasonable efforts to obtain a consent, LLP as independent accountants for HEALTHSOUTH and Advantage Healthapproval or waiver may not assert this condition with respect to such consent, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Dateapproval or waiver.

Mutual Conditions. The respective obligations of each party to effect the Merger KBI and Peoples under this Agreement shall be subject to the satisfaction, at or written waiver by Peoples and KBI prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHKBI shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which Peoples reasonably determines would either before or after the Subsidiary Effective Time (i) have a material adverse effect on Peoples and its Subsidiaries taken as a whole after giving effect to the consummation of the Merger; or Advantage Health shall be subject to any (ii) prevent Peoples from realizing the major portion of the economic benefits of the Merger and the transactions contemplated thereby which Peoples currently anticipates obtaining. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, threatened, commenced a proceeding with respect to or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order (whether temporary, preliminary or permanent) prohibiting or delaying consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyby this Agreement. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) The holders of Advantage Health Common Stock Peoples shall have approved received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Peoples to issue Peoples Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Peoples Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by ▇▇▇▇▇ and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have approved this Agreement by the Required Seller Vote and the shareholders of Buyer shall have approved this Agreement and the issuance of Buyer Shares pursuant to this Agreement in connection with the Merger by the Required Buyer Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq Global Select Market subject to no stop orderofficial notice of issuance (if such approval is required by Nasdaq). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect this ----------------- Agreement to consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTHNo statute, the Subsidiary or Advantage Health shall be subject to any rule, regulation, order, injunction, decree or injunction other Applicable Law shall have been enacted, entered, issued, promulgated or enforced by a court of competent jurisdiction any Governmental Authority which (i) prevents prohibits, restricts or materially delays the makes illegal consummation of the Merger or pursuant hereto (iian "Injunction") would impose and which remains in effect; and no proceeding initiated by any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Governmental Authority seeking an Injunction shall be pending; (b) No statuteAll consents, rule or regulation waivers, authorizations and approvals required from all Governmental Authorities to consummate Merger shall have been enacted by the government (obtained and shall remain in full force and effect and all waiting periods under Applicable Law in respect thereof shall have expired or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal.terminated; (c) Any waiting period (The Merger, this Agreement and any extension thereof) applicable to the consummation of the Merger under the HSR Act transactions contemplated hereby shall have expired or been terminated; provided that approved by the Commercial shareholders and the Bancorp shareholders, in each party hereto shall takecase, and be permitted to take, any action necessary for clearance of in the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party.manner required by Applicable Law; (d) The SEC shall have declared the Registration Statement effective; and on the Closing Date and at the Effective Time, no stop order suspending the effectiveness of the Registration Statement shall have been declared effective issued and no stop order with respect to proceedings for that purpose shall have been initiated or then threatened by the Registration Statement shall be in effect.SEC; (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Commercial Common Stock Stock, if any, to be issued as Merger Consideration in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is NYSE, subject to no stop order).official notice of issuance; (gf) The Merger shall qualify for "pooling of interests" accounting treatment, Commercial and HEALTHSOUTH and Advantage Health Bancorp shall have received letters a letter, in form and substance reasonably satisfactory to that effect Commercial, from Ernst Deloitte & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelyTouche LLP, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (iiig) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) the Merger should constitute a "reorganization" within the meaning of Section 368(a) of the Code and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or Bancorp, Commercial and others.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Sunday to issue Sunday Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Buyer Exchange subject to no stop order)official notice of issuance. (g) The Merger Each of the parties shall qualify for "pooling be satisfied with the deductibility under the provisions of interests" accounting treatmentSection 280G of the Code of the payments to be made to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the President and HEALTHSOUTH and Advantage Health Chief Executive Officer of Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have received letters to that effect from Ernst & Youngentered into Noncompete, LLP as independent accountants for HEALTHSOUTH Consulting or Employment Agreements with those senior executives of Seller and Advantage Health, respectively, dated (iCBank listed in Section 8.03(h) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement Seller Disclosure Schedule on terms and (iii) the Closing Dateconditions mutually satisfactory to Buyer and such individuals.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Healthshall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger Merger. (b) All Permits required to be obtained prior to the Effective Time in connection with the execution and any other transaction delivery of this Agreement and the consummation of the transactions contemplated hereby illegalshall have been obtained. (c) Any waiting period This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the holders of (i) a majority of the Company Capital Stock entitled to vote thereon in accordance with Applicable Law, voting together as a class, and (ii) seventy-five percent of the shares of Company Class B Common Stock entitled to vote thereon, in accordance with Applicable Law, voting separately as a class pursuant to written consents in lieu of a Company stockholders' meeting. (d) No Action shall have been instituted by any extension thereof) applicable Governmental Authority which seeks to the prevent consummation of the Merger under or which seeks material damages in connection with the HSR Act transactions contemplated hereby, which Action continues to be outstanding. (e) All consents, waivers and approvals of third parties and Governmental Authorities required in connection with the transactions contemplated hereby shall have expired or been terminated; provided that each party hereto shall takeobtained, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or except where the failure of any condition hereunder so long as it does to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereofsuch consent, approval or waiver. (f) The shares of HEALTHSOUTH Common transactions contemplated by the Securities Purchase Agreement and the transactions contemplated by the Stock to be issued in connection with the Merger Purchase Agreement shall have been approved for listing on consummated, or shall be consummated simultaneously with the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)consummation of the Merger. (g) The Merger shall qualify for "pooling Each stockholder of interests" accounting treatment, the Company and HEALTHSOUTH and Advantage Health ECT shall have received letters to that effect from Ernst & Young, LLP as independent accountants executed and delivered the Release and Settlement Agreement for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date benefit of each other stockholder of the mailing of Company, in the Proxy Statement and (iii) the Closing Date.form attached hereto as Exhibit B.

Mutual Conditions. The respective obligations of each party the par- ties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, ful- fillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays pre- vents the consummation of the Merger shall have been is- sued and remain in effect, and no statute, rule or (ii) would impose regu- lation shall have been enacted by any material limitation on Governmental Author- ity which prevents the ability of HEALTHSOUTH effectively to exercise full rights of ownership consummation of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a wholeMerger. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any All waiting period (and any extension thereof) periods applicable to the consummation consumma- tion of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto . (c) The Merger and the transactions contemplated hereby shall take, and be permitted to take, have been approved by the Pyxis Stockholders in the manner required by any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyApplicable Law. (d) The Registration Statement issuance of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby shall have been declared effective and no stop order with respect to approved by the Registration Statement shall be Cardinal Sharehold- ers in effectthe manner required by any Applicable Law. (e) The holders of Advantage Health Common Stock Commission shall have approved declared the adoption of this Plan of Merger Cardinal Registration Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restrain- ing order shall have been threatened by the Commission or entered by the Commission or any other matters submitted to them in accordance with state securities admin- istrator prohibiting the provisions of Section 7.3 hereofMerger. (f) The shares Pyxis shall have received an opinion of HEALTHSOUTH Common Stock Pills- bury, Madison & Sutro LLP substantially to be issued in connection with the effect that, under Applicable Law, for Federal income tax pur- poses, the Merger shall have been approved for listing on will constitute a reorganization under Section 368 of the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)Code. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health Cardinal shall have received letters a letter, in form and substance reasonably satisfactory to that effect Cardinal, from Ernst Deloitte & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, Touche L.L.P. dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Joint Proxy Statement and confirmed in writing at the Effective Time stating that the Merger will qualify as a pooling of in- terests transaction under Opinion 16 of the Accounting Principles Board. (iiih) No Action shall be instituted by any Governmen- tal Authority which seeks to prevent consummation of the Closing DateMerger or seeking material damages in connection with the transactions contemplated hereby which continues to be outstanding.

Mutual Conditions. The respective obligations of each party to effect the Merger Exchange and Rurban under this Agreement shall be subject to the satisfaction, at or written waiver by the parties prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHExchange shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired, and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock Rurban Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq, subject to no stop order)official notice of issuance. (gf) The Merger shall qualify for "pooling of interests" accounting treatment, Rurban and HEALTHSOUTH and Advantage Health Exchange shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelythe written opinion of Rurban's Counsel, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Rurban's Counsel will require and rely upon customary representations contained in letters from Rurban and Exchange that Rurban's Counsel reasonably deems relevant.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have approved this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq Global Select Market subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger Exchange and Rurban under this Agreement shall be subject to the satisfaction, at or written waiver by the parties prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHExchange shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired, and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock Rurban Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq, subject to no stop order)official notice of issuance. (gf) The Merger shall qualify for "pooling of interests" accounting treatment, Rurban and HEALTHSOUTH and Advantage Health Exchange shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelythe written opinion of Rurban’s Counsel, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Rurban’s Counsel will require and rely upon customary representations contained in letters from Rurban and Exchange that Rurban’s Counsel reasonably deems relevant.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger shall have been issued and remain in effect, and no statute, rule, regulation or (ii) would impose executive order shall have been enacted, entered or promulgated by any material limitation Governmental Authority which prohibits the consummation of the Merger substantially on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a wholeterms contemplated hereby. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any All waiting period (and any extension thereof) periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto terminated and all other material consents, approvals, permits or authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall takehave been obtained. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the Company's shareholder meeting, and be permitted to take, any action necessary for clearance the Share Issuance shall have been approved by the Parent Stockholders in accordance with the rules of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyNYSE. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the SEC or any other Governmental Entity. (e) The holders No action shall be instituted by any Governmental Authority which seeks to prevent consummation of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them or which seeks material damages in accordance connection with the provisions of Section 7.3 hereoftransactions contemplated hereby which continues to be outstanding. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved authorized for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is NYSE, subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling All consents, waivers and approvals of interests" accounting treatment, and HEALTHSOUTH and Advantage Health third parties required in connection with the transactions contemplated hereby shall have received letters been obtained, except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the E-41 Company, as the case may be, provided that effect from Ernst & Younga party which has not used all reasonable efforts to obtain a consent, LLP as independent accountants for HEALTHSOUTH and Advantage Healthapproval or waiver may not assert this condition with respect to such consent, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Dateapproval or waiver.

Mutual Conditions. The respective obligations of each party the Parties to effect complete the Merger shall be Arrangement are subject to the satisfactionfulfillment, at on or prior to before the Closing DateEffective Time, of each of the following conditions (any precedent, each of which may only be waived in writing by HEALTHSOUTH, whole or in part with the mutual consent of Romarco and Advantage Health): (a) None of HEALTHSOUTH, OceanaGold: • the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation Arrangement Resolution shall have been enacted approved by the government (or any governmental agency) of Romarco Shareholders at the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them Romarco Meeting in accordance with the provisions Interim Order; • the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to either Romarco or OceanaGold, acting reasonably, on appeal or otherwise. • the OceanaGold Share Issuance Resolution shall have been duly approved at the OceanaGold Meeting; • no Law shall be in effect that makes the Arrangement illegal or otherwise prohibits or enjoins Romarco or OceanaGold from consummating the Arrangement; • there shall be no cease trade order or similar order that would prohibit or prevent the distribution of Section 7.3 hereof. (f) The shares the Consideration on the Effective Date to the Romarco Shareholders; • OceanaGold shall not be required to file a prospectus or similar offering document in any jurisdiction in connection the issuance and exchange of HEALTHSOUTH Common Stock the Consideration to be issued in connection and exchanged pursuant to the Arrangement, nor shall OceanaGold be required to file a registration statement with the Merger SEC, or otherwise register under the U.S. Securities Act, in order for it to issue and exchange the Consideration to be issued and exchanged pursuant to the Arrangement; • HSR Approval shall have been approved for listing obtained or received on terms that are reasonably satisfactory to OceanaGold and Romarco; and • the NYSE OceanaGold Shares (including the OceanaGold Shares forming part of the Consideration and the OceanaGold Shares issuable on exercise of the Replacement Options) shall have been issued pursuant to an effective registration statement (which is listed on the TSX, subject to no stop order)the satisfaction of customary conditions required by the TSX. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party SFNC and DTBC to effect the Merger shall be subject to the satisfaction, at or satisfaction prior to the Closing Date, Effective Time of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of HEALTHSOUTHthe shareholders of DTBC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the ASBD and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or approvals from the Subsidiary Federal Deposit Insurance Corporation or Advantage Health United States Treasury, Office of the Comptroller of the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or DTBC would not have entered into this Agreement had such conditions or requirements been known at the date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction by of a court or agency of competent jurisdiction which (i) prevents enjoins or materially delays prohibits the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Merger; (bf) No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted entered, promulgated or enforced by the government (or any governmental agency) of the United States authority which prohibits, materially restricts or any state, municipality or other political subdivision thereof that makes the illegal consummation of the Merger and any other transaction contemplated hereby illegal.Merger; (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (dg) The Registration Statement shall have been declared become effective and no stop order with respect to suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or an exemption from registration shall be in effect.effective; and (eh) The holders of Advantage Health Common Stock Quattlebaum, Grooms, ▇▇▇▇ & ▇▇▇▇▇▇ PLLC shall have approved delivered its opinion to SFNC and DTBC, dated as of the adoption Effective Date, to the effect that, on the basis of this Plan of Merger facts, representations and any other matters submitted to them assumptions set forth in accordance such opinion which are consistent with the provisions state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 7.3 hereof. (f368(a) The shares of HEALTHSOUTH Common Stock the Code and that SFNC and DTBC will each be a party to be issued that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, DTBC and others. SFNC and DTBC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)such opinion. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party SFNC and CFB to effect the Merger shall be subject to the satisfaction, at or satisfaction prior to the Closing Date, Effective Time of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of HEALTHSOUTHthe shareholders of CFB and SFNC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the TDFI and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or approvals from the Subsidiary Federal Deposit Insurance Corporation or Advantage Health United States Treasury, Office of the Comptroller of the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or CFB would not have entered into this Agreement had such conditions or requirements been known at the date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction by of a court or agency of competent jurisdiction which (i) prevents enjoins or materially delays prohibits the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Merger; (bf) No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted entered, promulgated or enforced by the government (or any governmental agency) of the United States authority which prohibits, materially restricts or any state, municipality or other political subdivision thereof that makes the illegal consummation of the Merger and any other transaction contemplated hereby illegal.Merger; (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (dg) The Registration Statement shall have been declared become effective and no stop order with respect to suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC or an exemption from registration shall be in effect.effective; (eh) The holders of Advantage Health Common Stock Quattlebaum, Grooms, ▇▇▇▇ & ▇▇▇▇▇▇ PLLC shall have approved delivered its opinion to SFNC and CFB, dated as of the adoption Effective Date, to the effect that, on the basis of this Plan of Merger facts, representations and any other matters submitted to them assumptions set forth in accordance such opinion which are consistent with the provisions state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 7.3 hereof. (f368(a) The shares of HEALTHSOUTH Common Stock the Code and that SFNC and CFB will each be a party to be issued that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, CFB and others. SFNC and CFB will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order).such opinion; and (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) CFB and SFNC shall each have received a “fairness opinion” in the date form customarily received in transactions of this type and substantially to the mailing effect that the Exchange Ratio is fair to their respective shareholders from a financial point of the Proxy Statement and (iii) the Closing Dateview.

Mutual Conditions. The respective obligations of each party to this Agreement to effect the Merger Closing shall be subject to the satisfactionfollowing conditions, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by HEALTHSOUTH, both Opfin and Advantage Health):TAG: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health Spin-Off shall be subject to any have occurred; (b) no order, injunction or decree issued by any court or injunction by a court agency of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose transactions contemplated by this Agreement shall be in effect. No proceeding initiated by any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) Governmental Authority seeking an injunction shall be pending. No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted enacted, entered, promulgated or enforced by the government (any Governmental Authority which prohibits, restricts or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the illegal consummation of the Merger and any other transaction transactions contemplated hereby illegal.hereby; (c) Any all regulatory approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; (d) in respect of the notifications of the parties hereto pursuant to the HSR Act, the applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act extensions thereof shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect.; (e) The holders Opfin shall have obtained all necessary consents of Advantage Health Common Stock the parties to the Warrant Agreement to the Merger and the transactions contemplated hereby; (f) ▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc. and ▇▇▇▇▇▇▇▇▇▇▇ Holdings, Inc. shall have obtained the consent of their lenders to the Merger and the transactions contemplated thereby; (g) PIMCO Partners shall have obtained all necessary consents of the lenders to PIMCO Partners to the Merger and the transactions contemplated hereby; (h) Opco LP shall have (i) given its written consent to the Merger and the transactions contemplated thereby and (ii) obtained the requisite approval of its partners to certain amendments to its partnership agreement; (i) the Board of Directors or trustees, as applicable, and shareholders of each Opgroup Public Investment Company Client shall have approved a new Advisory Agreement with PIMCO Advisors or its Affiliate, or the adoption assignment of this Plan of Merger and any other matters submitted its Advisory Agreement, as applicable, pursuant to them in accordance with the provisions of Section 7.3 hereof.7.2(a); and (fj) The shares stockholders of HEALTHSOUTH Common Stock TAG shall have given their written consent to be issued in connection with the Merger shall have been approved for listing on and the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)transactions contemplated hereby. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger SNB and Park under this Agreement shall be subject to the satisfaction, at or written waiver by Park and SNB prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTH, SNB shall have duly adopted this Agreement by the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a wholerequired vote. (b) No All regulatory approvals required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or regulation order shall contain any conditions, restrictions or requirements which Park reasonably determines would either before or after the Effective Time (i) have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes a material adverse effect on Park and its Subsidiaries take as a whole after giving effect to the consummation of the Merger; or (ii) prevent Park from realizing the major portion of the economic benefits of the Merger and any other transaction the transactions contemplated hereby illegalthereby that Park currently anticipates obtaining. (c) Any waiting period No Government Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, threatened, commenced a proceeding with respect to or entered any statute, rule, regulation, judgment, decree, injunction or other order (and any extension thereofwhether temporary, preliminary or permanent) applicable to the prohibiting or delaying consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partytransactions contemplated by this Agreement. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the parties, threatened by the SEC. (e) The holders of Advantage Health Common Stock Park shall have approved received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Park to issue Park Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) Park and SNB shall have received from Ernst & Young LLP, a letter dated the Closing Date, stating its opinion that, based upon the information furnished, the Merger shall qualify for pooling-of-interests accounting treatment. (g) The shares of HEALTHSOUTH Common Stock Park Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is AMEX subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect this Agreement to consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTHNo statute, the Subsidiary or Advantage Health shall be subject to any rule, regulation, order, injunction, decree or injunction other Applicable Law shall have been enacted, entered, issued, promulgated or enforced by a court of competent jurisdiction any Governmental Authority which (i) prevents prohibits, restricts or materially delays the makes illegal consummation of the Merger or pursuant hereto (iian "Injunction") would impose and which remains in effect; and no proceeding initiated by any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Governmental Authority seeking an Injunction shall be pending; (b) No statuteAll consents, rule or regulation waivers, authorizations and approvals required from all Governmental Authorities to consummate Merger shall have been enacted by the government (obtained and shall remain in full force and effect and all waiting periods under Applicable Law in respect thereof shall have expired or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal.terminated; (c) Any waiting period (The Merger, this Agreement and any extension thereof) applicable to the consummation of the Merger under the HSR Act transactions contemplated hereby shall have expired or been terminated; provided that approved by the Commercial shareholders and the Bancorp shareholders, in each party hereto shall takecase, and be permitted to take, any action necessary for clearance of in the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party.manner required by Applicable Law; (d) The SEC shall have declared the Registration Statement effective; and on the Closing Date and at the Effective Time, no stop order suspending the effectiveness of the Registration Statement shall have been declared effective issued and no stop order with respect to proceedings for that purpose shall have been initiated or then threatened by the Registration Statement shall be in effect.SEC; (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Commercial Common Stock Stock, if any, to be issued as Merger Consideration in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is NYSE, subject to no stop order).official notice of issuance; (gf) The Merger shall qualify for "pooling of interests" accounting treatment, Commercial and HEALTHSOUTH and Advantage Health Bancorp shall have received letters a letter, in form and substance reasonably satisfactory to that effect Commercial, from Ernst Deloitte & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelyTouche LLP, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and confirmed in writing at the Effective Time, stating that the Merger will qualify as a pooling of interests transaction under Opinion 16 of the Accounting Principles Board, the interpretive releases issued pursuant thereto and the pronouncements of the SEC thereon; and (iiig) Commercial and Bancorp shall have received an opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Commercial, or of such other reasonably quali- fied Person as Commercial shall reasonably determine, in form and substance reasonably acceptable to Commercial, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, (i) the Merger should constitute a "reorganization" within the meaning of Section 368(a) of the Code and (ii) no gain or loss should be recognized by Bancorp shareholders who receive solely Commercial Common Stock in exchange for shares of Bancorp Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in Commercial Common Stock). In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers or Bancorp, Commercial and others.

Mutual Conditions. ‌ The respective obligations of each party Party hereto to effect complete the Merger shall transactions contemplated by this Agreement will be subject to the satisfaction, at on or prior to before the Closing Effective Date, of the following conditions (any conditions, none of which may be waived by any Party hereto in writing by HEALTHSOUTH, and Advantage Health):whole or in part: (a) None of HEALTHSOUTHThe Arrangement, with or without amendment, will have been approved at the Subsidiary or Advantage Health shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays Meeting in accordance with the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a wholeInterim Order. (b) No statute, rule or regulation shall The Interim Order and the Final Order will have been enacted by the government (or any governmental agency) of the United States or any stateobtained in form and substance satisfactory to Nanton and Spinco, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegalacting reasonably. (c) Any waiting period (and any extension thereof) applicable to the consummation The Exchange will have approved, as of the Merger under Effective Date, the HSR Act shall have expired or been terminated; provided that each party hereto shall take, listing and be permitted to take, any action necessary posting for clearance trading of the Merger under New Common Shares issuable on the HSR Act, which action shall not constitute a breach of any Arrangement in substitution of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyShares. (d) The Registration Statement shall No action will have been declared effective instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of or damages on account of or relating to the Arrangement and no stop cease trading or similar order with respect to the Registration Statement shall be in effectany securities of Nanton of Spinco will have been issued and remain outstanding. (e) The holders All material regulatory requirements will have been complied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of Advantage Health Common Stock shall the transactions provided for in this Agreement or contemplated by the Information Circular will have approved been obtained or received from the adoption of this Plan of Merger and any other matters submitted to them persons, authorities or bodies having jurisdiction in accordance with the provisions of Section 7.3 hereofcircumstances. (f) The shares None of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)consents, orders, regulations or approvals contemplated herein will contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Nanton or Spinco acting reasonably. (g) The Merger shall qualify for "pooling Change of interests" accounting treatmentBusiness Transactions will have been approved by the Shareholders and conditionally approved by the Exchange, and HEALTHSOUTH and Advantage Health all steps shall have received letters occurred and all other consents or approvals required shall have been obtained to that effect from Ernst & Youngallow the Change of Business Transactions be implemented as soon as practicable following the Arrangement.‌ (h) The Change of Business Transactions will have been approved by the Shareholders, LLP where required, and conditionally approved by the Exchange, and all steps shall have occurred and all other consents or approvals required shall have been obtained to allow the Change of Business Transactions be implemented as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated soon as practicable following the Arrangement. (i) This Agreement shall not later than January 12, 1996, (ii) have been terminated pursuant to the date of the mailing of the Proxy Statement and (iii) the Closing Dateprovisions hereof.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Healthshall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger Merger. (b) All material consents, approvals, permits or authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and any other transaction delivery of this Agreement and the consummation of the transactions contemplated hereby illegalshall have been obtained. (c) Any waiting period (This Agreement and any extension thereof) applicable to the consummation transactions contemplated hereby shall have been approved and adopted by the affirmative vote of a majority of the Merger under outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the HSR Act Company's stockholders' meeting, and the Share Issuance shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance approved by the Parent Stockholders in accordance with the rules of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyNasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any other Governmental Entity. (e) The holders No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them or which seeks material damages in accordance connection with the provisions of Section 7.3 hereoftransactions contemplated hereby which continues to be outstanding. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved authorized for listing quotation on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq, subject to no stop order)official notice of issuance. (g) The Merger All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall qualify for "pooling of interests" accounting treatmenthave been obtained, and HEALTHSOUTH and Advantage Health except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received letters an opinion dated as of the Closing Date of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., to the effect that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii1) the date Merger will constitute a reorganization within the meaning of Section 368(a) of the mailing of the Proxy Statement Code and (iii2) no gain or loss will be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Closing DateMerger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger Each of the parties shall qualify for "pooling be satisfied with the deductibility under the provisions of interests" accounting treatmentSection 280G of the Code of the payments to be made to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and HEALTHSOUTH ▇▇▇▇ ▇. ▇▇▇▇▇, executive officers of Seller, in connection with the transactions contemplated hereby. (h) Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Advantage Health ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) signed an employment agreement with Buyer and/or WB Sub in substantially the date form of the mailing of employment agreements attached to the Proxy Statement and (iii) the Closing DateBuyer Disclosure as Exhibit 8.03(h).

Mutual Conditions. The respective obligations of each party SFNC and OTIC to effect the Merger shall be subject to the satisfaction, at or satisfaction prior to the Closing Date, Effective Time of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of HEALTHSOUTHthe shareholders of OTIC in accordance with applicable law; (b) The procurement by SFNC of any necessary approval of this Agreement and the transactions contemplated hereby by the FRB and the MDF and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or approvals from the Subsidiary Federal Deposit Insurance Corporation or Advantage Health United States Treasury, Office of the Comptroller of the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or OTIC would not have entered into this Agreement had such conditions or requirements been known at the date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction by of a court or agency of competent jurisdiction which (i) prevents enjoins or materially delays prohibits the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Merger; (bf) No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted entered, promulgated or enforced by the government (or any governmental agency) of the United States authority which prohibits, materially restricts or any state, municipality or other political subdivision thereof that makes the illegal consummation of the Merger and any other transaction contemplated hereby illegal.Merger; (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (dg) The Registration Statement shall have been declared become effective and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effect.have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and (eh) The holders of Advantage Health Common Stock Counsel for SFNC shall have approved delivered its opinion to SFNC and OTIC, dated as of the adoption Effective Date, to the effect that, on the basis of this Plan of Merger facts, representations and any other matters submitted to them assumptions set forth in accordance such opinion which are consistent with the provisions state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 7.3 hereof. (f368(a) The shares of HEALTHSOUTH Common Stock the Code and that SFNC and OTIC will each be a party to be issued that reorganization. In rendering such opinion, counsel may require and rely upon representations and covenants contained in certificates of officers of SFNC, OTIC and others. SFNC and OTIC will cooperate with each other and counsel in executing and delivering to counsel customary representations letters in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)such opinion. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote. (b) The shareholders of Buyer shall have adopted this Agreement by the Required Buyer Vote. (c) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (d) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the transactions contemplated by this Agreement or making the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (de) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock have been issued and no proceeding for that purpose shall have approved been initiated by the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereofSEC. (f) Buyer shall have received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the Merger and the transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any state securities administrator. (g) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Sunday to issue Sunday Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Buyer Exchange subject to no stop order)official notice of issuance. (g) The Merger Each of the parties shall qualify for "pooling be satisfied with the deductibility under the provisions of interests" accounting treatmentSection 280G of the Code of the payments to be made to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the President and HEALTHSOUTH and Advantage Health Chief Executive Officer of Seller, in connection with the transactions contemplated hereby. (h) CBank or its successor shall have received letters to that effect from Ernst & Youngentered into Noncompete, LLP as independent accountants for HEALTHSOUTH Consulting or Employment Agreements with those senior executives of Seller and Advantage Health, respectively, dated (iCBank listed in Section 8.03(h) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement Seller Disclosure Schedule on terms and (iii) the Closing Dateconditions mutually satisfactory to Buyer and such individuals.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Healthshall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger Merger. (b) All material consents, approvals, permits or authorizations required to be obtained prior to the Effective Time from any Governmental Authority in connection with the execution and any other transaction delivery of this Agreement and the consummation of the transactions contemplated hereby illegalshall have been obtained. (c) Any waiting period (This Agreement and any extension thereof) applicable to the consummation transactions contemplated hereby shall have been approved and adopted by the affirmative vote of a majority of the Merger under outstanding shares of Company Common Stock entitled to vote thereon, in accordance with Applicable Law, at the HSR Act Company's stockholders' meeting, and the Share Issuance shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance approved by the Parent Stockholders in accordance with the rules of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyNasdaq. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of Parent or the Company, threatened by the Commission or any other Governmental Entity. (e) The holders No Action shall be instituted by any Governmental Authority which seeks to prevent consummation of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them or which seeks material damages in accordance connection with the provisions of Section 7.3 hereoftransactions contemplated hereby which continues to be outstanding. (f) The shares of HEALTHSOUTH Parent Common Stock to be issued in connection with the Merger shall have been approved authorized for listing quotation on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq, subject to no stop order)official notice of issuance. (g) The Merger All consents, waivers and approvals of third parties required in connection with the transactions contemplated hereby shall qualify for "pooling of interests" accounting treatmenthave been obtained, and HEALTHSOUTH and Advantage Health except where the failure to obtain such consents, waivers or approvals, in the aggregate, would not reasonably be expected to result in a material adverse effect on Parent or the Company, as the case may be, provided that a party which has not used all reasonable efforts to obtain a consent, approval or waiver may not assert this condition with respect to such consent, approval or waiver. (h) Parent shall have received letters an opinion dated as of the Closing Date of Akin, Gump, Strauss, Haue▇ & ▇eld, ▇.L.P., to the effect that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii1) the date Merger should constitute a reorganization within the meaning of Section 368(a) of the mailing of the Proxy Statement Code and (iii2) no gain or loss should be recognized by Company Stockholders with respect to shares of Parent Common Stock received in the Closing DateMerger in exchange for shares of Company Common Stock, except with respect to cash received in lieu of fractional shares of Parent Common Stock. In rendering such opinion, such counsel may require and rely on representations contained in certificates of Parent, the Company, Sub and others, as they deem reasonably appropriate.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements that would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq Global Select Market subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger Stock Exchange shall be subject to the satisfaction, at satisfaction or waiver on or prior to the Closing Date, Date of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage HealthExchange shall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger and Stock Exchange; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, ruling, injunction or other transaction contemplated hereby illegalorder to be vacated or lifted. (cb) Any All waiting period periods (and any extension extensions thereof) applicable to the consummation of the Merger Stock Exchange under the HSR Act and applicable Mexican law shall have expired or been terminated; provided that each party hereto terminated and the consummation of the transactions contemplated hereby shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partythereunder. (c) [This paragraph intentionally left blank.] (d) The Registration Statement issuance of the Gensia Common Shares to be issued in the Stock Exchange and the other transactions contemplated hereby shall have been declared effective and no stop order with respect to approved by the Registration Statement shall be Gensia Stockholders in effectthe manner required by any Applicable Law. (e) The holders of Advantage Health Common Stock Commission shall have approved the adoption of this Plan of Merger and Gensia Proxy Statement. On the Closing Date, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any other matters submitted to them in accordance with state securities administrator prohibiting the provisions of Section 7.3 hereofStock Exchange. (f) The shares No Action shall be instituted by any Governmental Authority, including under the HSR Act or the Exon-▇▇▇▇▇▇ Amendment, which seeks to prevent consummation of HEALTHSOUTH Common the Stock to be issued Exchange or seeking material damages in connection with the Merger transactions contemplated hereby which continues to be outstanding; provided, however, that the parties shall have been approved for listing use their reasonable best efforts to cause any such decree, ruling, injunction or other order to be vacated or lifted. Should the consent of the competent antitrust authorities not be granted on or before the NYSE Closing Date, the parties shall meet in order to review the situation and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)establish a new Closing Date without any undue delay. (g) The Merger Shareholder's Agreement shall qualify for "pooling be in full force and effect and the appointment of interests" accounting treatment, and HEALTHSOUTH and Advantage Health directors contemplated therein shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Datebeen made in accordance therewith.

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the required vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. No Governmental or (ii) would impose Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyillegal. (d) The Registration Statement shall have been declared become effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and "blue sky" permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger and the transactions contemplated hereby and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date Each of the mailing parties shall be satisfied with the deductibility under the provisions of Section 280G of the Proxy Statement Code of the payments to be made to Robert L. Bollin, Gregory J. Bollin and Jill M. Burke, executive officers of Seller, in connection with the transactions contemplated hereby. (iiih) Each of Robert L. Bollin and Gregory J. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ve ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ment ▇▇▇▇▇▇▇▇▇ ▇▇▇h Buyer and/or WB Sub in substantially the Closing Date.form of the employment agreements attached to the Buyer Disclosu▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇.03(h). ▇▇▇▇▇▇▇ ▇▇▇E

Mutual Conditions. The respective obligations of each party the parties hereto to effect consummate the Merger shall be subject to the satisfaction, at or prior to the Closing Date, fulfillment of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None of HEALTHSOUTH, the Subsidiary or Advantage Health shall be subject to any No temporary restraining order, preliminary or permanent injunction or other order or decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Healthshall have been issued and remain in effect, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No no statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes Governmental Authority which prevents the consummation of the Merger and any other transaction contemplated hereby illegalMerger. (cb) Any All waiting period (and any extension thereof) periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall taketerminated and all approvals of, and be permitted to takeor filings with, any action necessary Governmental Authority required to consummate the transactions contemplated hereby shall have been obtained or made, other than immaterial approvals and filings, the failure to obtain or make which would have no material adverse effect on ▇▇▇▇▇▇ or Raytheon or, following the Effective Time, the Surviving Corporation. (c) All consents or approvals of all persons (other than Governmental Authorities) required for clearance the consummation of the Merger under the HSR Acttransactions contemplated hereby shall have been obtained and shall be in full force and effect, which action shall not constitute a breach of any of the provisions hereof or unless the failure of to obtain any condition hereunder so long as it does such consent or approval is not result reasonably likely to have, individually or in the aggregate, a material adverse effect on such party▇▇▇▇▇▇ or Raytheon or, following the Effective Time, the Surviving Corporation. (d) The Registration Statement requisite approval of the stockholders of Raytheon to the Merger shall have been declared effective and no stop order with respect to the Registration Statement shall be in effectobtained. (e) The holders of Advantage Health Common Stock Commission shall have approved declared the adoption of this Plan of Merger Registration Statement and the Proxy Statement effective. On the Closing Date and at the Effective Time, no stop order or similar restraining order shall have been threatened by the Commission or entered by the Commission or any other matters submitted to them in accordance with state securities administrator prohibiting the provisions of Section 7.3 hereofMerger. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger GM Transactions shall have been approved for listing on consummated in accordance with the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order)terms contemplated by the Transaction Agreements. (g) The shares of ▇▇▇▇▇▇ Class B Common Stock to be issued pursuant to the Merger shall qualify have been authorized for "pooling listing on the NYSE, subject to official notice of interests" accounting treatment, and HEALTHSOUTH and Advantage Health issuance. (h) ▇▇▇▇▇▇ shall have received letters to that effect from Ernst ▇▇▇▇▇▇▇, Sachs & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectivelyCo. a written confirmation, dated (i) not later than January 12, 1996, (ii) as of a date within two business days of the date of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to the boards of directors of GM, ▇▇▇▇▇▇ and HEC that on the basis of and subject to the assumptions and limitations and other matters set forth therein, the Aggregate Consideration (as defined therein) is fair to the GM Group (as defined therein) as a whole, together (if requested by ▇▇▇▇▇▇ or Raytheon) with a consent authorizing the use of such opinion in connection with the Registration Statement and Proxy Statement, and such opinion shall not have been withdrawn revoked or modified in an adverse manner. (iiii) Raytheon shall have received from Bear, ▇▇▇▇▇▇▇ & Co. Inc. and Credit Suisse First Boston Corporation a written confirmation, dated as of a date within two business days of the Closing Datedate of the first mailing of the Proxy Statement, of its opinion dated January 16, 1997, to Raytheon's board of directors that on the basis of and subject to the assumptions, representations, limitations and other matters set forth therein, the financial terms of the Merger are fair to the stockholders of Raytheon from a financial point of view (with respect to Bear, ▇▇▇▇▇▇▇ & Co. Inc.) and the Merger Consideration (as defined in the opinion of Credit Suisse First Boston Corporation) is fair to the stockholders of Raytheon from a financial point of view, together with a consent authorizing the use of such opinions in connection with the Registration Statement and Proxy Statement, and such opinions shall not have been withdrawn, revoked or modified in an adverse manner. (j) Receipt by Raytheon and ▇▇▇▇▇▇, respectively, of the Tax Opinions of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel to Raytheon, and Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel to ▇▇▇▇▇▇, substantially in the forms attached hereto as Exhibits G and H (or otherwise in form and substance satisfactory to Raytheon or ▇▇▇▇▇▇, respectively), in each case to the effect that the Merger shall qualify as a reorganization within the meaning of Section 368 of the Code, it being understood that in rendering the Tax Opinions, such tax counsel shall be entitled to rely upon, inter alia, representations of officers of Raytheon and ▇▇▇▇▇▇ substantially in the form of Exhibits I and J. (k) All state securities or blue sky permits or approvals required to carry out the transaction contemplated hereby shall have been received.

Mutual Conditions. The respective obligations of each party SFNC and LBI to effect the Merger shall be subject to the satisfaction, at or satisfaction prior to the Closing Date, Effective Time of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):conditions: (a) None This Agreement and the transactions contemplated hereby shall have been approved by the requisite votes of HEALTHSOUTHthe shareholders of LBI and SFNC in accordance with applicable law; (b) The procurement by SFNC of approval of this Agreement and the transactions contemplated hereby by the FRB and the MDF and the expiration of any statutory waiting periods without adverse action being taken; (c) Procurement of all other regulatory consents and approvals, including, without limitation, any required consents or approvals from the Subsidiary Federal Deposit Insurance Corporation or Advantage Health United States Treasury, Office of the Comptroller of the Currency which are necessary to the consummation of the transactions contemplated by this Agreement; provided, however, that no approval or consent described in Sections 6.01(b) and (c) shall be deemed to have been received if it shall include any conditions or requirements which would reduce the benefits of the transactions contemplated hereby to such a degree that SFNC or LBI would not have entered into this Agreement had such conditions or requirements been known at the date hereof; (d) The satisfaction of all other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement; (e) No party hereto shall be subject to any order, decree or injunction by of a court or agency of competent jurisdiction which (i) prevents enjoins or materially delays prohibits the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole.Merger; (bf) No statute, rule rule, regulation, order, injunction or regulation decree shall have been enacted entered, promulgated or enforced by the government (or any governmental agency) of the United States authority which prohibits, materially restricts or any state, municipality or other political subdivision thereof that makes the illegal consummation of the Merger and any other transaction contemplated hereby illegal.Merger; (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (dg) The Registration Statement shall have been declared become effective and no stop order with respect to suspending the effectiveness of the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger been issued and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger no proceedings for that purpose shall have been approved for listing on initiated or threatened by the NYSE and shall have been issued pursuant to an effective registration statement (which is subject to no stop order). (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.SEC;

Mutual Conditions. The respective obligations of each party to effect the Merger Seller and Buyer under this Agreement shall be subject to the satisfaction, at or written waiver by Buyer and Seller prior to the Closing Date, of each of the following conditions (any of which may be waived in writing by HEALTHSOUTH, and Advantage Health):precedent: (a) None The shareholders of HEALTHSOUTHSeller shall have duly adopted this Agreement by the Required Seller Vote. (b) All approvals of Governmental Authorities and Regulatory Authorities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired and no such approvals or statute, rule or order shall contain any conditions, restrictions or requirements which would reasonably be expected to have a material adverse effect after the Subsidiary Effective Time on the present or Advantage Health shall be subject to any prospective consolidated financial condition, business or operating results of the Surviving Corporation. (c) No temporary restraining order, decree preliminary or permanent injunction or other order issued by a court of competent jurisdiction which (i) prevents or materially delays other legal restraint or prohibition preventing the consummation of the Merger or (ii) would impose the Bank Merger shall be in effect. No Governmental Authority or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, deemed applicable or entered any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, the Advantage Health Subsidiaries and the Advantage Health Partnerships taken as a whole. (b) No statute, rule or regulation shall have been enacted by the government (or any governmental agency) of the United States or any staterule, municipality regulation, judgment, decree, injunction or other political subdivision thereof that makes the order prohibiting consummation of the Merger and any other transaction transactions contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of by this Agreement or making the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such partyBank Merger illegal. (d) The Registration Statement shall have been declared effective under the Securities Act and no stop stop-order with respect to or similar restraining order suspending the effectiveness of the Registration Statement shall be in effecthave been issued and no proceeding for that purpose shall have been initiated by the SEC. (e) The holders of Advantage Health Common Stock Buyer shall have approved received all state securities and “blue sky” permits and other authorizations and approvals necessary to consummate the adoption of this Plan of Merger, the Bank Merger and the other transactions contemplated hereby, and no order restraining the ability of Buyer to issue Buyer Shares pursuant to the Merger shall have been issued and no proceedings for that purpose shall have been initiated or threatened by any other matters submitted to them in accordance with the provisions of Section 7.3 hereofstate securities administrator. (f) The shares of HEALTHSOUTH Common Stock Buyer Shares to be issued in connection with the Merger shall have been approved for listing on the NYSE and shall have been issued pursuant to an effective registration statement (which is Nasdaq Global Select Market subject to no stop order)official notice of issuance. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date.