3.1 ___ of the sale and purchase of the Shares in accordance with this agreement is subject to the Conditions ___ in clause 3.3 being satisfied or ___ by the date and time ___ in clause 3.4.
3.2 If any of the Conditions is not ___ or waived by the date and time ___ in clause 3.4, this agreement shall ___ effect immediately after that date and time.
3.3 The following ___ the Conditions for the purposes of this agreement:
(a) the Buyer is ___ that all unconditional clearances and approvals have been ___ from the competition ___ having ___ over the sale and purchase of the Shares in accordance with this agreement and to which notification of such is ___ under applicable merger control laws;
(b) the Buyer is satisfied that any and all ___ consents under any of the Material Agreements to the change of control of the Company and any of its Subsidiaries have been obtained on terms and conditions acceptable to the Buyer;
(c) the passing at a general meeting of the Buyer of ___ in the form acceptable to both the Seller and the Buyer;
(d) no change has ___ in respect of the Company that has ___ a Material Adverse Change.
3.4 The Seller and the Buyer shall use ___ all endeavours to procure that the Conditions are satisfied as soon as possible and in any event no later than 31 December 2006 or such later time and date as may be agreed in writing by the Seller and the Buyer.
3.5 The Buyer and the Seller shall cooperate fully in all actions ___ to ___ the satisfaction of the Conditions.