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

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

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to this Agreement to consummate the Merger are Transactions is subject to the satisfaction at or prior to the Unconditional Time of each of the following conditions, any of which may be waived (to the extent such condition may be waived by such party) in writing: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota No Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, no injunction or any statute, rule, regulation, judgment, injunction, other order or decree proposed, enacted, enforced, promulgated or issued, issued by any courtcourt or other Governmental Authority of competent jurisdiction or other legal or regulatory prohibition will be in effect, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which in each case that would (i) prevent the consummation of the Merger Transactions. (b) All authorizations, consents, orders or the transactions contemplated by this Agreementapprovals of, or (ii) create a Material Adverse Effect on Parentdeclarations or filings with, the Company or the Surviving Corporation; (c) any expiration of waiting period periods under the HSR Act or material non-U.S. antitrust waiting periods relating to under the Merger shall laws of any of the jurisdictions listed on Schedule 7.01(b) hereto, necessary for the consummation of the Transactions will have been filed, expired or been terminated;obtained. (c) The DHC Stockholder Approval has been obtained. (d) The New DHC Charter has been filed with the Secretary of State of the State of Delaware, and has become effective, in accordance with the DGCL. (e) The Registration Statement shall have (as amended or supplemented) has been declared effective by and will be effective under the SEC Securities Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the knowledge of DHC, investigation seeking a stop order or to suspend the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall will be pending before or threatened by the SEC;. (ef) Each of the Transaction Documents has been executed and delivered and is in full force and effect. (g) The shares of Parent New DHC Common Stock to be issued in pursuant to the Merger shall have been approved for listing on the Nasdaq National Global Select Market, subject to official notice of issuance;. (fh) all actions by The registration statement on Form 10 (as amended or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(asupplemented) of the Code Spin-Off Company has been declared effective and that each of Parent, Merger Subsidiary and the Company will be a party effective under the Exchange Act at the Unconditional Time, and no stop order suspending effectiveness has been issued, and no action, suit, proceeding or, to the reorganization within knowledge of DHC, investigation seeking a stop order or to suspend the meaning effectiveness of Section 368(asuch registration statement will be pending before or threatened by the SEC. (i) The shares of Series A common stock of the Code; providedSpin-Off Company to be issued in the AMG Spin-Off to holders of DHC Common Stock have been approved for listing on the Nasdaq Stock Market, howeversubject to official notice of issuance. (j) All other conditions and steps to completing the AMG Spin-Off have been satisfied, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and ifcompleted or waived, due to such revision, Section 368(a) of the Code would not be as applicable, except those documents and instruments necessary to complete the opinions required by this Section 9.01(g) shall AMG Spin-Off that can only be delivered at or immediately prior to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partySpin-Off Effective Time.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesobtained; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any applicable waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) the Registration Statement shall have been declared effective by the SEC effective, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock Tyco Common Shares to be issued in the Merger shall have been approved for listing on the Nasdaq National MarketNew York Stock Exchange, subject to official notice of issuance;; and (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, The Company shall have been takenreceived an opinion, made or obtained; provideddated the Closing Date, howeverof Ropes & Xxxx in form and substance reasonably satisfactory to the Company, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there and Parent shall have been received an imposition by any governmental or regulatory authority opinion, dated the Closing Date, of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, PricewaterhouseCoopers LLP in form and substance reasonably satisfactory to each of them Parent, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning provisions of Section 368(a) of the Code; provided, however, that if Parent revises and (ii) the structure transfer of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required Company Common Stock by this Section 9.01(g) shall be Company stockholders pursuant to the effect that Merger, other than by Company stockholders who are or will be "5% transferee shareholders" within the transaction meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii), will not be treated as a transfer to an entity that is not considered to be a controlled corporation qualifying under the provisions of pursuant to Section 351 367(a)(1) of the CodeCode and the Treasury Regulations thereunder. In rendering such opinion, such counsel Ropes & Xxxx and PricewaterhouseCoopers LLP shall be entitled to rely upon on customary representations and covenants of officers of Tyco, Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent substance reasonably satisfactory to them and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyreasonable assumptions set forth therein.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, Oregon Law and the issuance of the shares of Parent Common Stock in connection with the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesDelaware Law; (b) there any applicable waiting period under the HSR Act relating to the Merger shall not have expired or been terminated; (c) no provision of any action taken, applicable law or any statute, rule, regulation, regulation and no judgment, injunction, order or decree proposed, enacted, enforced, promulgated shall prohibit the consummation of the Merger; (d) there shall not have been instituted or issued, pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periodsbefore any court or governmental authority or agency, which would domestic, foreign or supranational, (i) prevent challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by this Agreement, the Merger or (ii) create seeking to restrain or prohibit Parent's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of Company and Company Subsidiaries, taken as a Material Adverse Effect on Parentwhole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of Company Subsidiaries, taken as a whole, or the Surviving Corporationof Parent and its Subsidiaries, taken as a whole; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (de) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ef) Parent and Company shall have each received written opinions of their respective counsel, Davix Xxxx & Xardxxxx xxx Perkxxx Xxxe LLP in form and substance reasonably satisfactory to each of them, that the shares Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. The Company, Parent Stock and Merger Subsidiary shall execute and deliver to be issued Davix Xxxx & Xardxxxx xxx Perkxxx Xxxe LLP certificates substantially in the Merger shall have been approved for listing on form attached hereto as Exhibits C-1 and C-2, respectively, at such time or times as reasonably requested by them in connection with the Nasdaq National Market, subject to official notice delivery of issuance;their opinions provided herein; and (fg) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, Merger shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The obligations of the Company, Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the shareholders stockholders of the Company in accordance with Minnesota Maryland Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, no applicable law and no judgment, injunction, order or decree proposed, enacted, enforced, promulgated shall prohibit the consummation of the Merger and no action or issued, proceeding by any court, government Governmental Entity or governmental authority or agencyby any other Person, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act before any court or governmental authority or agency shall be pending that challenges, seeks to the Merger and other non-U.S. antitrust waiting periodsmake illegal, which would (i) prevent the consummation of or otherwise directly or indirectly to restrain or prohibit the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving CorporationBank Merger; (c) any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or material non-U.S. antitrust waiting periods any Maryland state law relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National NASDAQ Global Select Market, subject to official notice of issuance; (f) all actions or approvals by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, Governmental Entity and any Regulatory Authority required to permit the consummation of the Merger, including, without limitation including the CLEC Required Filings and Approvals, shall have been taken, made obtained or obtainedmade; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law;and (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company shall have received an opinion from RSM McGladrey, Inc. that: (i) The Merger will be qualify as a party to the reorganization within the meaning of "reorganization" under Section 368(a) of the Code; provided, however, that if ; (ii) No gain or loss will be recognized by Parent revises or the structure Company by reason of the Merger Merger; (iii) No gain or loss will be recognized by any Company shareholder (except in accordance connection with Section 2.01(bthe receipt of cash in lieu of a fractional share of Parent Stock or upon exercise of dissenters' rights) and if, due to such revision, Section 368(aupon the exchange of Company Shares for Parent Stock in the Merger; (iv) The basis of the Code would not Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be applicable, the opinions same as the basis of the Company Shares surrendered in exchange therefor (subject to adjustments required as a result of receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock received by this Section 9.01(ga Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) shall be to the effect that the transaction Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been received as a transfer distribution in redemption of a fractional share interest of Parent Stock which he, she or it would otherwise be entitled to a controlled corporation qualifying under receive, subject to the provisions and limitations of Section 351 302 of the Code. In rendering such opinion, such counsel RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The respective obligations of the Target Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction or waiver of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared become effective by in accordance with the SEC and no provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect have been issued by the SEC and no proceedings for such that purpose shall be pending before have been initiated or, to the knowledge of Parent or the Target Company, threatened by the SEC. All necessary state securities authorizations (including state takeover approvals) shall have been received unless the failure to receive any such authorization would not have a Material Adverse Effect on Parent or the Target Company or the transactions contemplated by this Agreement; (b) the Target Company Stockholder Approval shall have been obtained; (c) the Parent Shareholder Approval shall have been obtained; (d) no statute, rule or regulation shall have been enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger or makes the consummation of the Merger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties hereto shall have used its respective best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any injunction or other order that may be entered; (e) there shall have been obtained at or prior to the Closing Date such permits or authorizations, and there shall have been taken such other actions, as may be required to consummate the Merger by any regulatory authority having jurisdiction over the parties and the actions herein proposed to be taken, including but not limited to satisfaction of all requirements under applicable federal and state securities laws; and (f) shares of Parent Common Stock issuable to be issued in the Target Company Stockholders pursuant to the Merger and issuable upon exercise of the Target Company Options converted pursuant to this Agreement, shall have been approved for listing trading and included for quotation on the Nasdaq National MarketOTCBB prior to or simultaneous with the Effective Time, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary parties to consummate the Merger transactions contemplated hereby are subject conditioned upon the satisfaction, at or prior to the satisfaction Closing, of the following conditionsconditions provided, however, that one party may not rely on the failure of any of the following conditions in this Section 8.1 to be satisfied if such failure was caused by that party’s failure to act in good faith or to use reasonable best efforts to cause the Closing to occur, as required by Section 6.4: (a) this Agreement shall have been approved No statute, rule, regulation or executive order or judgment, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Authority, or other legal restraint or prohibition preventing the purchase and adopted by the shareholders sale of the Company in accordance with Minnesota Law, Transferred Stock and the issuance Transferred Assets and the assumption of the shares of Parent Stock Assumed Liabilities shall be in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules;effect. (b) there The waiting period under any applicable law, if applicable to the purchase and sale of the Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities, shall not have been any action taken, terminated or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation;expired. (c) any waiting period under The proposed sale of the HSR Act or material non-U.S. antitrust waiting periods Transferred Stock and the Transferred Assets and the assumption of the Assumed Liabilities as a going concern (including liabilities relating to the Merger shall have expired or been terminated; (dBusiness Transferred Employees) the Registration Statement shall have been declared effective by notified to the SEC appropriate workers’ councils or similar employees’ representatives, to the extent and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger manner required under applicable laws, all information and consultation processes with such councils or employees’ representatives shall have been approved for listing on the Nasdaq National Market, subject to official notice duly completed and all necessary opinions of issuance; (f) all actions by such councils or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, representatives shall have been takenreceived by the Transferred Subsidiaries, made or obtained; providedBusiness Sellers and Stock Sellers concerned, howeverand each such Transferred Subsidiary, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there Business Seller and Stock Seller shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related given due consideration to such grant taken by such governmental or regulatory authority; provided further, that opinions in the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to context of the CLEC Approvals if proposed sale of the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association Transferred Stock and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyTransferred Assets.

Conditions to Obligations of Each Party. The obligations of Parent, Merger Sub and the Company, Parent Company to effect the Merger and Merger Subsidiary to otherwise consummate the Merger Contemplated Transactions are subject to the satisfaction (or waiver by written agreement of Parent and the Company), at or prior to the Closing of each of the following conditions: (a) this Agreement The Form S-4 Registration Statement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent become effective in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periodsSecurities Act, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall be have been issued by the SEC and remain in effect and no proceedings for such that purpose shall have been initiated or be pending before or threatened in writing by the SEC;SEC with respect to the Form S-4 Registration Statement that have not been withdrawn. (eb) the The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, (subject to official notice of issuance;) on the Parent Stock Exchange. (c) This Agreement shall have been duly adopted at the Company Stockholders’ Meeting by the Required Company Stockholder Vote. (d) The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or otherwise been terminated, and any period of time (and any extension thereof) agreed to with a Governmental Body in the United States not to consummate the Merger shall have expired or been terminated. (e) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under any applicable foreign antitrust law or regulation in each jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule shall have expired or otherwise been terminated, and any period of time (and any extension thereof) agreed to with a Governmental Body in any jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule not to consummate the Merger shall have expired or been terminated. (f) all actions by Any Governmental Authorization or other Consent required under any applicable foreign antitrust law or regulation or Foreign Investment Law in respect ofconnection with the Merger in each jurisdiction identified on Part 5.7(a) of the Parent Disclosure Schedule shall have been obtained and shall be in full force and effect. (g) No temporary restraining order, preliminary or filings with, any governmental body, agency, official permanent injunction or authority, domestic, foreign or supranational, required to permit other Order preventing the consummation of the Merger, including, without limitation the CLEC Approvals, Merger shall have been takenissued by any Governmental Body in any jurisdiction identified in Part 5.7(a) of the Parent Disclosure Schedule and remain in effect, made or obtained; provided, however, that any such actions or filings and there shall not be any Legal Requirement enacted or deemed applicable to have been obtained if in connection with the grant thereof there shall have been an imposition Merger by any governmental or regulatory authority of Governmental Body in any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth jurisdiction identified in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(aPart 5.7(a) of the Code and Parent Disclosure Schedule that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure makes consummation of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyillegal.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are transactions to be performed by it in connection with the Closing is subject to the satisfaction satisfaction, or waiver by that Party, of the following conditions: (a1) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any no statute, rule, regulationorder, judgment, injunction, order decree or decree proposed, enacted, enforced, regulation shall have been enacted or promulgated or issued, by any courtGovernmental Entity that prohibits, government and no action, suit or governmental authority proceeding shall be pending or agencythreatened by any Governmental Entity challenging, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or any of the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporationhereby; (c2) any waiting period all consents, orders and approvals from all Governmental Entities (including under the HSR Act applicable Environmental Laws) and other Persons or material non-U.S. antitrust waiting periods relating to the Merger shall have expired entities listed in Schedule 2.3 or been terminated; (d) the Registration Statement Schedule 3.2 shall have been declared effective by the SEC obtained and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;effect; and (e3) the shares of Parent Stock to be issued Confirmation Order, in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that Parties (and, except as otherwise mutually agreed by the Merger will be treated for federal income tax Parties, the Reorganization Plan confirmed by the Bankruptcy Court shall not differ materially from the Reorganization Plan appearing as Exhibit C), shall have been entered by the Bankruptcy Court and shall have become a Final Order. For purposes as of this Agreement, a reorganization qualifying under the provision of Section 368(a) "Final Order" shall mean an order of the Code Bankruptcy Court that has been in full force and that each of Parenteffect for 11 days without any stay or material modification or amendment thereof, Merger Subsidiary and the Company will time to appeal or petition for certiorari designated by statute or regulation shall have expired and no appeal or petition for certiorari shall be a party to pending or, if an appeal or petition for certiorari has been timely filed or taken, the reorganization within the meaning of Section 368(a) order or judgment of the Code; providedtribunal shall have been affirmed (or such appeal or petition shall have been dismissed as moot) by the highest court (or other tribunal having appellate jurisdiction over the order or judgment) to which the order was appealed, howeveror the petition for certiorari shall have been denied, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon time to take any further appeal or to seek further certiorari designated by such counsel statute or regulation shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyhave expired.

Conditions to Obligations of Each Party. The obligations of the Company, Company and Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the shareholders stockholders of the Company in accordance with Minnesota Maryland Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, no applicable law and no judgment, injunction, order or decree proposed, enacted, enforced, promulgated shall prohibit the consummation of the Merger and no action or issued, proceeding by any court, government Governmental Entity or governmental authority or agencyby any other Person, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act before any court or governmental authority or agency shall be pending that challenges, seeks to the Merger and other non-U.S. antitrust waiting periodsmake illegal, which would (i) prevent the consummation of or otherwise directly or indirectly to restrain or prohibit the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving CorporationBank Merger; (c) any applicable waiting period under the HSR Act, the BHC Act, the Bank Merger Act or material non-U.S. antitrust waiting periods any Maryland state law relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National NASDAQ Global Select Market, subject to official notice of issuance; (f) all actions or approvals by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, Governmental Entity and any Regulatory Authority required to permit the consummation of the Merger, including, without limitation including the CLEC Required Filings and Approvals, shall have been taken, made obtained or obtainedmade; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law;and (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company shall have received an opinion from RSM McGladrey, Inc. that: (i) The Merger will be qualify as a party to the reorganization within the meaning of “reorganization” under Section 368(a) of the Code; provided, however, that if ; (ii) No gain or loss will be recognized by Parent revises or the structure Company by reason of the Merger Merger; (iii) No gain or loss will be recognized by any Company shareholder (except in accordance connection with Section 2.01(bthe receipt of cash in lieu of a fractional share of Parent Stock or upon exercise of dissenters’ rights) and if, due to such revision, Section 368(aupon the exchange of Company Shares for Parent Stock in the Merger; (iv) The basis of the Code would not Parent Stock received by a Company shareholder who exchanges Company Shares for Parent Stock will be applicable, the opinions same as the basis of the Company Shares surrendered in exchange therefor (subject to adjustments required as a result of receipt of cash in lieu of a fractional share of Parent Stock); (v) The holding period of the Parent Stock received by this Section 9.01(ga Company shareholder receiving Parent Stock will include the period during which the Company Shares surrendered in exchange therefor were held (provided that such Company Shares held by a Company shareholder was held as a capital asset at the Effective Time); and (vi) shall be to the effect that the transaction Cash received by a Company shareholder in lieu of a fractional share interest of Parent Stock will be treated as having been received as a transfer distribution in redemption of a fractional share interest of Parent Stock which he, she or it would otherwise be entitled to a controlled corporation qualifying under receive, subject to the provisions and limitations of Section 351 302 of the Code. In rendering such opinion, such counsel RSM McGladrey, Inc. shall be entitled to rely upon customary representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The respective obligations of each Party to this Agreement to effect the CompanyMergers and the other Transactions, Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) this Agreement The SPAC Shareholders’ Approval and the Company Shareholders’ Approval shall have been approved obtained and adopted by the shareholders of the Company shall remain in accordance with Minnesota Law, full force and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market ruleseffect; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (d) the The Proxy/Registration Statement shall have been declared become effective by under the SEC Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall be in effect have been issued and no proceedings for such that purpose shall be pending before have been initiated or threatened by the SEC;SEC and not withdrawn. (ec) (i) the shares Company’s initial listing application with the Stock Exchange in connection with the Transactions shall have been conditionally approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of Parent the Stock Exchange and the Company shall not have received any notice of non-compliance therewith, and (ii) the Company ADSs representing the ADS Merger Consideration to be issued in connection with the Merger Mergers shall have been conditionally approved for listing on the Nasdaq National MarketStock Exchange, subject to official notice of issuance; (fd) all actions by After deducting the SPAC Shareholder Redemption Amount, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in respect of, effect and which has the effect of making the Closing illegal or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the which otherwise prohibits consummation of the MergerClosing (any of the foregoing, includinga “restraint”), without limitation the CLEC Approvals, other than any such restraint that is immaterial. (f) The Capital Restructuring shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger completed in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent terms hereof and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party’s Organizational Documents.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota LawNo temporary restraining order, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, preliminary or any statute, rule, regulation, judgment, injunction, permanent injunction or other order or decree proposed, enacted, enforced, promulgated or issued, issued by any court, government Authority of competent jurisdiction or governmental authority other legal restraint or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent prohibition preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this condition shall use its reasonable business efforts to have such order, injunction, restraint or the transactions contemplated by this Agreement, prohibition vacated or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation;lifted. (cb) any Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or material nonHart-U.S. antitrust waiting periods relating to the Merger Xxxxx-Xxxxxx Xxx shall have expired or been terminated; (dc) Except with respect to the Registration Statement Hart-Xxxxx-Xxxxxx Xxx (which is addressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority which would prevent the consummation of the Merger or result in a Material Adverse Effect on Target if not obtained or made shall have been declared effective by the SEC obtained from, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for made with, all such purpose shall be pending before or threatened by the SECAuthorities; (ed) the shares of Parent The ATC Common Stock to be issued in as part of the Merger Consideration shall have been approved listed for listing trading on the Nasdaq National MarketThe New York Stock Exchange, subject to official notice of issuance; (e) The ATC Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, The Target Stockholder Approval shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are Purchase shall be subject to the satisfaction of the following conditionsconditions at or prior to the applicable Closing Date, which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Lawa. no order, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action takeninjunction, or any statute, rule, regulation, judgment, injunction, order regulation or decree proposedshall have been issued, enacted, enforcedentered, promulgated or issued, enforced by any court, government an Authority that prohibits or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent makes illegal the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation;hereby. (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating b. With respect to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness Initial Closing, all of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure purchase and sale of not less than thirty-four (34) Sites shall have been satisfied, including without limitation, that at least thirty-four (34) Sites do not contain a Defect. c. With respect to obtain any such CLEC Approvals Sites 5, 7, 11, 16, and 24 only, SureWest Telephone and PCS Towers shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxxhave entered into an easement and/or other agreements, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each Purchaser and Seller, addressing access and shared facilities at the Sites owned by SureWest Telephone, which are Sites 5, 7, 11, 16, and 24. For the avoidance of them doubt, failure to meet this condition shall only entitle the parties to remove Sites 5, 7, 11, 16, and 24 from the applicable Closing and shall not be a condition to Closing with respect to any other Sites for which all other conditions to Closing have been met. d. With respect to Site 176 only, the Purchaser, Seller, PCS Towers and SureWest Broadband shall have entered into a mutually agreeable agreement addressing the assignment and bifurcation of the license rights under the Telecommunications Facility License Agreement between the Regents of the University of California (“UC Regents”) and SureWest Broadband, dated April 13, 2003 (Site 176). Such agreement shall provide that, subject to the effect that UC Regents cooperation and agreement, (i) SureWest Broadband will retain its license to construct, install and operate a controlled environmental facility on the Merger UC Regents’ south Dxxxx campus to house fiber optic related equipment and (ii) PCS Towers will be treated assigned the license rights to the Tower on Site 176. For the avoidance of doubt, failure to meet this condition shall only entitle the parties to remove Site 176 from the applicable Closing and shall not be a condition to Closing with respect to any other Sites for federal income tax purposes as a reorganization qualifying under which all other conditions to Closing have been met. e. With respect to the provision of Sites set forth on Section 368(a7.1(e) of the Code and that each of Parent, Merger Subsidiary and Disclosure Schedule only (the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b“Leaseback Sites”), the representations parties shall have entered into tenant lease agreements, on substantially the form attached hereto as Exhibit C, providing the for the lease of officers Towers on the leaseback Sites by PCS Structures to Seller and its Affiliates, as applicable, for certain equipment that will remain on such Towers following the applicable Closing Date. For the avoidance of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable doubt, failure to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, meet this condition shall nonetheless only entitle the parties to remove the Leaseback Sites from the applicable Closing and shall not be deemed a condition to be satisfied Closing with respect to such party if counsel any other Sites for which all other conditions to Closing have been met. f. SureWest Telephone shall have made all necessary filings and received all necessary approvals from the California Public Utilities Commission with respect to the other party renders such opinion Contribution by SureWest Telephone of the Telephone Tower Assets to such partyPCS Towers (the “CPUC Condition”).

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of the Company, Parent and Merger Subsidiary each party to consummate the Merger are shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota LawNo temporary restraining order, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, preliminary or any statute, rule, regulation, judgment, injunction, permanent injunction or other order or decree proposed, enacted, enforced, promulgated or issued, issued by any court, government Authority of competent jurisdiction or governmental authority other legal restraint or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent prohibition preventing the consummation of the Merger shall be in effect; provided, however, that the party invoking this condition shall use its reasonable business efforts to have such order, injunction, restraint or the transactions contemplated by this Agreement, prohibition vacated or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation;lifted. (cb) any Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Xxxx-Xxxxx-Xxxxxx Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (dc) Except with respect to the Registration Statement Xxxx-Xxxxx-Xxxxxx Act (which is addressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority which would prevent the consummation of the Merger or result in a Material Adverse Effect on Target if not obtained or made shall have been declared effective by the SEC obtained from, and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for made with, all such purpose shall be pending before or threatened by the SECAuthorities; (ed) the shares of Parent The ATC Common Stock to be issued in as part of the Merger Consideration shall have been approved listed for listing trading on the Nasdaq National MarketThe New York Stock Exchange, subject to official notice of issuance; (e) The ATC Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, The Target Stockholder Approval shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, Oregon Law and the issuance of the shares of Parent Common Stock in connection with the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesDelaware Law; (b) there any applicable waiting period under the HSR Act relating to the Merger shall not have expired or been terminated; (c) no provision of any action taken, applicable law or any statute, rule, regulation, regulation and no judgment, injunction, order or decree proposed, enacted, enforced, promulgated shall prohibit the consummation of the Merger; (d) there shall not have been instituted or issued, pending any action or proceeding (or any investigation or other inquiry that might result in such action or proceeding) by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periodsbefore any court or governmental authority or agency, which would domestic, foreign or supranational, (i) prevent challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger Merger, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions contemplated by this Agreement, the Merger or (ii) create seeking to restrain or prohibit Parent's ownership or operation (or that of its respective Subsidiaries or Affiliates) of all or any material portion of the business or assets of Company and Company Subsidiaries, taken as a Material Adverse Effect on Parentwhole, or of Parent and its Subsidiaries, taken as a whole, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of Company Subsidiaries, taken as a whole, or the Surviving Corporationof Parent and its Subsidiaries, taken as a whole; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (de) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (ef) Parent and Company shall have each received written opinions of their respective counsel, Xxxxx Xxxx & Xxxxxxxx and Xxxxxxx Coie LLP in form and substance reasonably satisfactory to each of them, that the shares Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and Company will be a party to the reorganization within the meaning of Section 368(a) of the Code. The Company, Parent Stock and Merger Subsidiary shall execute and deliver to be issued Xxxxx Xxxx & Xxxxxxxx and Xxxxxxx Coie LLP certificates substantially in the Merger shall have been approved for listing on form attached hereto as Exhibits C-1 and C-2, respectively, at such time or times as reasonably requested by them in connection with the Nasdaq National Market, subject to official notice delivery of issuance;their opinions provided herein; and (fg) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, Merger shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesobtained; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any applicable waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Merger; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National MarketNew York Stock Exchange, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, Parent shall have been takenreceived a letter from KPMG LLP, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street writing and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP otherwise in form and substance reasonably satisfactory to each of them to Parent dated the effect Closing Date, stating that the Merger will be treated qualify for federal income tax purposes as a reorganization qualifying under the provision Pooling of Section 368(aInterests accounting treatment; and (g) of the Code and that each of Parent, Merger Subsidiary and the Company will be shall have received a party letter from Ernst & Young, LLP, in writing and otherwise in form and substance reasonably satisfactory to the reorganization within Company dated the meaning of Section 368(a) of Closing Date, stating that it agrees with the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect Company's conclusion that the transaction will be treated as a transfer Company is an entity which has met the criteria to a controlled corporation qualifying under the provisions qualify for Pooling of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyInterests accounting treatment.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders stockholders of the Company in accordance with Minnesota Delaware Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been no provision of any action taken, applicable law or any statute, rule, regulation, regulation and no judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent shall prohibit the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving CorporationMerger; (c) any applicable waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminatedterminated and any applicable merger control filings in Japan and Korea shall have been completed to the extent required to be completed prior to the Effective Date; (d) any applicable requirements pursuant to ISRA, including any filings required to be made with the Registration Statement NJDEP, shall have been declared effective fully complied with to the extent required to be complied with prior to the Effective Time and Parent shall have received in respect of any operations conducted in, or any real property owned, leased or operated by the SEC and no stop order suspending Company or any of its Subsidiaries in the effectiveness state of the Registration Statement New Jersey, evidence of such compliance with ISRA. Such evidence shall be in effect a form reasonably satisfactory to Parent and no proceedings for such purpose not impose on Parent, Merger Subsidiary, the Company or any of its Subsidiaries any material obligations or liabilities to which Parent shall be pending before or threatened by not have consented in writing prior to the SEC;Effective Time; and (e) the shares of Parent Stock to be issued in the Merger all Company Expenses shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or paid in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if cash in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt full by the Company on or prior to the Closing Date, as evidenced by the delivery of a written opinion from Xxxxxxxcustomary “pay-off” letters, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to Merger Sub, from each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Persons set forth in Section 368(a9.01(e) of the Code Company Disclosure Schedule and any other Person in respect of whom Company Expenses are or were payable, acknowledging that each of such Persons has not and will not, at any time, raise any claims against, or attempt to collect any payments from, the Company, any of its Subsidiaries, Parent, Merger Subsidiary and Sub or the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied Surviving Corporation with respect to such party if counsel to the other party renders such opinion to such partypayment of any Company Expenses.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent each Party to perform this Agreement and Merger Subsidiary to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Sections 12.6(a) and 12.6(b) of this Agreement: (a) All corporate action necessary by TARGET to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby shall have been approved duly and adopted validly taken, including, but not limited to, the approval and adoption by the shareholders respective Boards of Directors of TARGET, MERGER SUB and PURCHASER and the Company in accordance with Minnesota Lawrequisite approval and adoption by the stockholders of TARGET. (b) All Consents of, filings and registrations with, and the issuance notifications to, all Regulatory Authorities required for consummation of the shares of Parent Stock in the Merger shall have been approved obtained or made and shall be in full force and effect, and all waiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the stockholders transactions contemplated hereby shall be conditioned or restricted in a manner (including, without limitation, requirements relating to the raising of Parent additional capital or the disposition of Assets) which, in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application reasonable judgment of the waiting period provisions Board of Directors of either Party, would so materially adversely impact the economic or business benefits of the HSR Act transactions contemplated by this Agreement so as to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent render inadvisable the consummation of the Merger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by any Regulatory Authority in connection with similar transactions. (c) Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party. (d) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) or taken any other action which prohibits, materially restricts or makes illegal consummation of the transactions contemplated by this Agreement, or . (iie) create a Material Adverse Effect on Parent, the Company All necessary approvals under state securities Laws or the Surviving Corporation; (c) any waiting period under the HSR 1933 Act or material non-U.S. antitrust waiting periods 1934 Act relating to the issuance or trading of the shares of PURCHASER Common Stock issuable pursuant to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyreceived.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary to consummate the Merger each party under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:. Compliance with any of these conditions may be waived by the parties in writing. (a) There is no pending or threatened litigation in any court or any proceeding before or by any governmental entity against the Shareholders, Company, or the Parent Companies to restrain, prohibit or obtain damages or other relief with respect to this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement. (b) The shareholders of Company have approved the execution, or (ii) create a Material Adverse Effect on Parentdelivery and performance of this Agreement, the Company or Related Agreements and the Surviving Corporation;Restructuring Agreement, the transactions contemplated by this Agreement and the Restructuring Transaction. (c) any waiting period under (i) Parent has had the HSR Act or material non-U.S. antitrust waiting periods relating opportunity to review the agreement by and between Company and Newco related to the Merger shall have expired or been terminated;Restructuring Transaction (the "Restructuring Agreement") and all documents related thereto, pursuant to which Company will, simultaneously with the Closing, complete the Restructuring Transaction; (ii) such documents adequately provide for the transfer of all assets and all Liabilities associated with the Other Assets to Newco, including the assumption by Newco of all Liabilities associated with the Other Assets; (iii) all of such documents are reasonably acceptable to Parent; (iv) upon the completion of the Restructuring Transaction, Newco will be capitalized with cash and marketable securities with an aggregate value of no less than $900,000; and (v) the Restructuring Transaction will be completed in accordance with all applicable laws and the terms and conditions of its governing documents and in a manner satisfactory to Parent in its reasonable discretion. (d) Parent, Company, the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association Shareholders and the receipt by Parent from Holland & XxxxEscrow Agent have entered into the Escrow Agreement, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B Exhibit B. (e) A valid private placement exemption under applicable federal and C hereto; providedstate law is available to Parent for the issuance of shares of Parent Common Stock to the shareholders of Company. (f) At the Effective Time, however, that if Parent revises the structure holders representing no more than five percent (5%) of the Merger in accordance with Section 2.01(b)Outstanding Shares have validly exercised (and not withdrawn, abandoned or otherwise lost or forfeited) the representations rights of officers of Parent and dissenting shareholders under the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyMBCA.

Conditions to Obligations of Each Party. The respective ----------------------------------------------------- obligations of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are Transactions, on each Closing Date, shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to each Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law: (a) this Agreement shall have been approved and adopted by the shareholders As of the Company Closing Date, no Action shall be pending before any Governmental Authority that has resulted or is reasonably likely to result in accordance with Minnesota Lawany judgement, and order or decree enjoining, restraining, prohibiting or making illegal the issuance consummation of the shares of Parent Stock Transactions contemplated at that Closing, taken as a whole, it being understood and agreed that a written request by any Governmental Authority for information with respect to the Transactions, which information could be used in the Merger connection with such Action, shall have been approved by the stockholders of Parent not in accordance with the Nasdaq National Market rulesitself be deemed to be a Action pending before any such Governmental Authority; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the The waiting period provisions of the HSR Act (and any extension thereof), if any, applicable to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period Transactions under the HSR Xxxx-Xxxxx-Xxxxxx Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated;; and (c) Except with respect to the Xxxx-Xxxxx-Xxxxxx Act, all authorizations, consents, waivers, orders or approvals required to be obtained from all Governmental Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Governmental Authority, prior to the consummation of the Transactions contemplated at that Closing, shall have been obtained from, and made with, all such Governmental Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, as the case may be. (d) the Registration Statement All Required Consents and all Private Authorizations required pursuant to Section 6.4 shall have been declared effective by obtained from all Persons (other than Governmental Authorities) prior to the SEC applicable Closing (including without limitation, at the cost and no stop order suspending the effectiveness expense of the Registration Statement shall be in effect ALLTEL, all modifications, if any, of Ground Leases, Existing Tenant Leases, Site Maintenance Agreements, and no proceedings for such purpose shall be pending before or threatened by the SEC; (eMaterial Agreements) the shares of Parent Stock to be issued in the Merger and shall have been approved for listing on obtained, without the Nasdaq National Marketimposition, subject to official notice of issuance; (f) all actions by individually or in respect ofthe aggregate, of any condition or filings withrequirement that has had or would be reasonably likely to have an ALLTEL Material Adverse Effect or an ATC Material Adverse Effect, any governmental bodyas the case may be, agency, official or authority, domestic, foreign or supranational, required to permit and in accordance with the consummation provisions of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtainedSections 3.3 and 4.6; provided, however, that to the extent any such actions Required Consents or filings shall Private Authorizations have not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to a Site, the CLEC Approvals if Closing for such Site shall be postponed until a subsequent Closing unless such Closing is the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger Final Closing in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party4.6.

Conditions to Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary MergerSub to consummate the Merger are subject to the satisfaction or waiver by Parent and the Company of the following conditions: (a) this Agreement (i) The Company Stockholder Approval shall have been approved obtained, and adopted by (ii) the shareholders Parent Shareholder Approval (other than with respect to the Articles Amendment Proposal, the approval of which shall not in any event be a condition to any party’s obligation to consummate the Company Closing) shall have been obtained. (b) The UKLA shall have agreed to admit to the Official List (subject to allotment) the Parent Ordinary Shares to be issued in accordance connection with Minnesota Lawthe Merger, the LSE shall have admitted the Parent Ordinary Shares to be issued in connection with the Merger to trading on its main market for listed securities, and the issuance of Parent Ordinary Shares and Parent ADSs shall continue to be listed on the shares of Parent Stock in NASDAQ. (c) The Registration Statement and the Merger Form F-6 shall have been approved by the stockholders of Parent become effective in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to 1933 Act, no stop order suspending the Merger effectiveness of the Registration Statement or the Form F-6 shall have been issued by the SEC and other non-U.S. antitrust waiting periods, which would no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn. (d) (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any Any applicable waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; , (dii) all approvals, consents, actions, notices and filings that are required to have been obtained, taken or made under Foreign Antitrust Laws set forth on Section 9.01(d) of the Registration Statement Company Disclosure Schedule shall have been declared effective by obtained, taken or made, and (iii) the SEC and no stop order suspending consent (or confirmation that such consent is not required) of H.M. Treasury with respect to the effectiveness application to H.M. Treasury for Treasury Consent pursuant to Section 765 of the Registration Statement Income and Corporation Taxes Act of 1988 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC;have been received. (e) the shares No provision of Parent Stock to be issued in the Merger any applicable law or regulation, and no judgment, injunction, order or decree of a Governmental Entity of any competent jurisdiction, shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by prohibit or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit render illegal the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.

Conditions to Obligations of Each Party. The obligations of each party to this Agreement to effect the Company, Parent and Merger Subsidiary transactions contemplated hereby to consummate occur at the Merger are Closing shall be subject to the satisfaction or, to the extent permitted by Law, waiver of each of the following conditions: (a) this Agreement shall All requirements of any applicable Law, Regulation or Order necessary for the valid consummation of the transactions contemplated herein to occur at the Closing have been approved fulfilled, and adopted all filings required to be made with any Governmental Authority under any applicable Law, Regulation or Order and all Permits and Orders required to be obtained from any Governmental Authority or Court under any applicable Law, Regulation or Order, in each case, in order to permit the Sellers, the Purchasers and M-I to consummate the transactions contemplated hereby to occur at the Closing have been made or obtained (other than any requirement the nonfulfillment of which and any Permit or Order the nonreceipt of which could not reasonably be expected to have a Material Adverse Effect on the Sellers, the Purchasers or M-I or, in the case of the Purchasers substantially impair its investment in the M-I Group or the benefits contemplated by the shareholders of the Company transactions set forth in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesthis Agreement); (b) there shall not have been any action takenNo temporary restraining order, preliminary or any statute, rule, regulation, judgment, injunction, order permanent injunction or decree proposed, enacted, enforced, promulgated or issued, other Order issued by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application Court of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent competent jurisdiction preventing the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, hereby to occur at the Company or the Surviving CorporationClosing is in effect; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating Each of Halliburton and Smitx xxxll have executed and delivered to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been other an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company agreement substantially in the form of Exhibits B Exhibit C hereto relating to the sale by Halliburton to Smitx xx the North Course Building for a purchase price equal to $7 million; and (d) Each of Halliburton and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent Smitx xxxll have executed and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel delivered to the other party renders such opinion a lease agreement substantially in the form of Exhibit D hereto relating to such partythe lease by Halliburton from Smitx xx a portion of the North Course Building as described therein.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to effect the Company, Parent and Merger Subsidiary to consummate the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act (and any extension thereof) applicable to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period herein under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (db) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions contemplated herein; (c) the SWSI Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective by the SEC or shall have been withdrawn, and no stop order suspending the effectiveness of the Registration Statement thereof shall be in effect have been issued and no proceedings for such that purpose shall be pending before or have been initiated or, to the knowledge of the parties, threatened by the SECCommission; (d) SWSI and the underwriters named in the SWSI Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the SWSI Registration Statement (the "Underwriting Agreement"); (e) the shares all other approvals of Parent Stock to be issued in the Merger Governmental Authorities and of non-governmental persons or entities shall have been approved obtained (i) the granting of which is necessary for listing on the Nasdaq National Market, subject to official notice consummation of issuancethe transactions contemplated herein and (ii) the non-receipt of which will have an SWSI Material Adverse Effect; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation representations and warranties of the Merger, including, without limitation the CLEC Approvals, parties hereto contained in this Contribution Agreement shall have been takentrue and correct as of the date of execution of this Contribution Agreement, made or obtained; provided, however, that any except for such actions or filings shall not failures to be deemed to true which (i) have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect cured prior to the CLEC Approvals if Closing Date or (ii) do not, in the failure to obtain any such CLEC Approvals shall not aggregate, constitute a material violation of lawan SWSI Material Adverse Effect; (g) the receipt by agreements and covenants of the Company parties hereto to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with or performed, except for such failures to comply or perform which do not, in the aggregate, constitute an SWSI Material Adverse Effect; (h) no SWSI Material Adverse Effect shall have occurred since the date of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP this Agreement; (i) assignment agreements in form and substance reasonably satisfactory acceptable to the parties hereto evidencing the transfers of partnership interests and limited liability company interests contemplated by Article II shall have been executed by the parties thereto; (j) each of them the Superior Partners shall have waived all applicable restrictions and purchase options with respect to the effect that transfer of their respective partnership interests in Superior Ltd. contained in the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(aSuperior Partnership Agreement, including Exhibit A and Exhibit B thereto; (k) each of the Code Bradford Partners shall have waived all applicable restrictions and that purchase options with respect to the transfer of their respective partnership interests in Bradford Ltd. contained in the Bradford Partnership Agreement, including Exhibit A thereto; (l) each of Parent, Merger Subsidiary the Superior Partners and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; providedBradford Partners shall have withdrawn as partners from Superior Ltd. and Bradford Ltd., howeverrespectively, that if Parent revises the structure of the Merger in accordance with Section 2.01(bthe Superior Partnership Agreement and the Bradford Partnership Agreement, respectively, and the Pennsylvania LP Act; (m) each of Superior GP and if, due to such revision, Section 368(aBradford GP shall have withdrawn as members of New GP in accordaxxx xxxx xxe New GP LLC Agreement and the Delaware LLC Act; and (n) each of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent Superior Partners and the Company substantially in Bradford Partners shall have executed and delivered the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyRegistration Rights Agreement.

Conditions to Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are Agreement and the Transactions shall be subject to the satisfaction fulfillment of the following conditions: (a) this Agreement No order shall have been approved entered and adopted by remain in effect in any action or proceeding before any foreign, federal or state court or governmental agency or other foreign, federal or state regulatory or administrative agency or commission that would prevent or make illegal the shareholders consummation of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesTransactions; (b) there There shall not have been obtained any action takenand all material permits, approvals and consents of any governmental body, commission or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or agency that reasonably may be deemed necessary so that the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parentthereby will be in compliance with applicable laws, the Company failure to comply with which would have a Seller MAE or the Surviving Corporation;Buyer MAE; and (c) any waiting period under The receipt of all approvals and consents of third persons the HSR Act or material non-U.S. antitrust waiting periods relating to granting of which is necessary for the Merger shall have expired or been terminated;Transactions contemplated in connection therewith. (d) the Registration Statement shall have been declared effective by the SEC Seller understands and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for acknowledges that such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Buyer Common Stock to be issued in will not be registered under the Merger shall have been approved Securities Act of 1933 and will be restricted stock under SEC Rule 144 for listing on a period of at least one year from the Nasdaq National Market, subject to official notice date of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, . Seller acknowledges that the conditions set forth in this Section 9.01(f) share certificates shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the bear some form of Exhibits B and C hereto; providedrestrictive legend as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(bAS AMENDED (THE "SECURITIES ACT"), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the CompanyOR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyTHE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Contribution Agreement, the respective obligations of each party to effect the Company, Parent and Merger Subsidiary to consummate the Merger are transactions contemplated by this Contribution Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act (and any extension thereof) applicable to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or the transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period herein under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (db) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions contemplated herein; (c) the HPGP Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective by the SEC or shall have been withdrawn, and no stop order suspending the effectiveness of the Registration Statement thereof shall be in effect have been issued and no proceedings for such that purpose shall be pending before or have been initiated or, to the knowledge of the parties, threatened by the SECCommission; (d) HPGP, the General Partner and the underwriters named in the HPGP Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the HPGP Registration Statement (the "Underwriting Agreement") and all of the conditions to closing set forth in the Underwriting Agreement shall have been met; (e) the shares all other approvals of Parent Stock to be issued in the Merger Governmental Authorities and of non-governmental persons or entities shall have been approved obtained (i) the granting of which is necessary for listing on the Nasdaq National Market, subject to official notice consummation of issuance;the transactions contemplated herein and (ii) the non-receipt of which will have an HPGP Material Adverse Effect; and (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP assignment agreements in form and substance reasonably satisfactory to each of them acceptable to the effect that parties hereto evidencing the Merger will be treated for federal income tax purposes as a reorganization qualifying under transfers of partnership interests, limited liability company interests and common stock contemplated by Article II shall have been executed by the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyparties thereto.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to effect the Company, Parent Mergers and Merger Subsidiary to consummate the Merger are other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement No order shall have been approved entered and adopted by remain in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that restrains or prevents or makes illegal the shareholders consummation of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesMergers; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application All approvals of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent Governmental Authorities necessary for the consummation of the Merger Mergers or the transactions contemplated by this Agreementin connection therewith shall have been obtained, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporationincluding approvals and filings required under applicable securities laws; (c) any waiting period under SCF and the HSR Act or material non-U.S. antitrust waiting periods relating to stockholders of Complete owning a majority of Complete Common Stock (other than the Merger Complete Common Stock owned by SCF) shall have expired or been terminatedexecuted the consent substantially in the form attached as Exhibit C hereto; (d) SCF and the Registration Statement stockholders of I.E. Mxxxxx owning a majority of I.E. Mxxxxx Common Stock (other than the I.E. Mxxxxx Common Stock owned by SCF) shall have been declared effective by executed the SEC and no stop order suspending consent substantially in the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SECform attached as Exhibit D hereto; (e) SCF and the shares stockholders of Parent IPS owning a majority of IPS Common Stock to be issued (other than the IPS Common Stock owned by SCF) shall have executed the consent substantially in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuanceform attached as Exhibit E hereto; (f) Other than with respect to filing certificates of merger to effect the Mergers, all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required conditions precedent to permit the consummation closing of the Merger, including, without limitation the CLEC Approvals, Financing shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of lawsatisfied; (g) the receipt by the Company of a written opinion from Xxxxxxx, Street All actions shall have been taken and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory all conditions necessary to effect each of them the Mergers shall have been satisfied other than the filings with Governmental Authorities required to effect the Mergers; (h) Each of IPS, Complete and I.E. Mxxxxx shall have received an opinion of Vxxxxx & Exxxxx L.L.P. to the effect that the Merger will be treated for United States federal income tax purposes (i) each of the Mergers will be treated as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section section 368(a) of the Code; provided, however(ii) no gain or loss will be recognized to IPS, that if Parent revises the structure Complete or I.E. Mxxxxx by reason of the Merger Mergers, and (iii) no gain or loss will be recognized to any stockholder of Complete or I.E. Mxxxxx upon the exchange of shares of Complete Common Stock or I.E. Mxxxxx Common Stock, respectively, for IPS Common Stock pursuant to the Mergers, except with respect to any cash received in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) lieu of a fractional share interest in IPS Common Stock or received as part of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction Dividend. Such opinion will be treated as a transfer to a controlled corporation qualifying under conditioned upon the provisions receipt and accuracy of Section 351 certain representations of the Code. In rendering such opinionIPS, such counsel shall be entitled to rely upon representations Complete and I.E. Mxxxxx contained in certificates of officers of Parent IPS, Complete and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.I.E.

Conditions to Obligations of Each Party. The obligations of the Company, Parent Sellers and Merger Subsidiary Buyers to consummate the Merger Closing are subject to the satisfaction (or waiver by each of the Parties) of the following conditions: (a) this Agreement any applicable waiting period (and any extension thereof) under any Antitrust Law (including the HSR Act) relating to the Contemplated Transactions shall have expired or been approved and adopted by the shareholders of the Company in accordance with Minnesota Lawterminated, and there shall not be (i) any pending action or proceeding pending in which a Governmental Authority is seeking to enjoin the issuance of Contemplated Transactions, or (ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rulesContemplated Transactions; (b) there shall not have been no provision of any action taken, or any statute, rule, regulation, Applicable Law and no judgment, injunction, order or decree proposedshall prohibit the Closing; (c) no action or Proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, enacted, enforced, promulgated or issued, by any court, government impose damages or governmental authority or agency, domestic, foreign or supranational, obtain other than relief in connection with the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would Contemplated Transactions that (i) prevent the consummation of the Merger or the transactions contemplated is brought by this Agreement, any Governmental Authority having jurisdiction in respect thereof or (ii) create is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably would be expected to prohibit the Closing or result in a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminatedBusiness; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; (f) all actions by or in respect of, or filings with, any governmental body, agency, official Governmental Authority (other than actions or authority, domestic, foreign or supranational, filings in connection with the Novation Agreement) required to permit the consummation of the MergerClosing shall have been taken or made; (e) the period of time for any applicable review process by CFIUS relating to the determination of any threat to national security in respect of the Contemplated Transactions under Section 721 of the United States Defense Production Act of 1950 (the “Exon-Fxxxxx Amendment”) shall have expired, includingand the President of the United States shall not have taken action to block or prevent the consummation of the Contemplated Transactions on the basis that the Contemplated Transactions threaten to impair the national security of the United States; (f) clearance under the federal rules and regulations relating to the National Industrial Security Program, without limitation and in the CLEC Approvalsform of approvals and agreement prescribed by the United States Department of Defense (“DOD”), shall have been taken, made obtained from the DOD for the Proxy Company (or obtained; provided, however, Buyers) to own and operate those portions of the Business that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken are governed by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of lawprogram; (g) Sellers or the receipt applicable Affiliated Transferors, as the case may be, shall have obtained the consents, approvals or permits of Governmental Authorities and other third parties contemplated by Attachment III; and (h) the Company of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them FCC’s consent to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) Transfer Applications or, if necessary, new STAs in lieu of the Code and FCC Authorizations shall have been obtained, without any condition that each of Parent, Merger Subsidiary and reasonably would be expected to have a Material Adverse Effect on the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such partyBusiness.

Conditions to Obligations of Each Party. The Notwithstanding any other provision of this Agreement, the respective obligations of each party to effect the Company, Parent Mergers and Merger Subsidiary to consummate the Merger are other transactions contemplated hereby shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved and adopted by the shareholders of the Company in accordance with Minnesota Law, and the issuance of the shares of Parent Stock in the Merger shall have been approved by the stockholders of Parent in accordance with the Nasdaq National Market rules; (b) there shall not have been any action taken, or any statute, rule, regulation, judgment, injunction, order or decree proposed, enacted, enforced, promulgated or issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the The waiting period provisions of the HSR Act (and any extension thereof) applicable to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of the Merger or Mergers and the other transactions contemplated by this Agreement, or (ii) create a Material Adverse Effect on Parent, the Company or the Surviving Corporation; (c) any waiting period herein under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; the applicable waiting periods and any extensions thereof under Part IX of the Competition Act (Canada) (if any) shall have expired or the parties shall have received an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) setting out that the Commissioner of Competition under such act is satisfied he would not have sufficient grounds on which to apply for an order under Part VIII of such act in respect of the PTI Arrangement; and the PTI Arrangement shall have been determined or deemed to have been determined by the responsible minister under the Investment Canada Act to be of net benefit to Canada if such transaction is reviewable under such act; (db) No order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the Mergers; (c) The OSI Registration Statement shall be effective on the Closing Date and all post-effective amendments filed shall have been declared effective by the SEC or shall have been withdrawn, and no stop order suspending the effectiveness of the Registration Statement thereof shall be in effect have been issued and no proceedings for such that purpose shall be pending before or have been initiated or, to the knowledge of the parties, threatened by the SECCommission; (d) OSI and the underwriters named in the OSI Registration Statement shall have executed an underwriting agreement for a firm commitment underwriting as described in the OSI Registration Statement; (e) the shares All other approvals of Parent Stock to be issued in the Merger Governmental Authorities and of non-governmental persons or entities shall have been approved for listing on the Nasdaq National Market, subject to official notice of issuance; obtained (f) all actions by or in respect of, or filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the Merger, including, without limitation the CLEC Approvals, shall have been taken, made or obtained; provided, however, that any such actions or filings shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (gi) the receipt by the Company granting of a written opinion from Xxxxxxx, Street and Deinard Professional Association and the receipt by Parent from Holland & Xxxx, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated which is necessary for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be satisfied with respect to such party if counsel to the other party renders such opinion to such party.the