Common use of Condition to the Merger Clause in Contracts

Condition to the Merger. The Company shall not complete the Merger (as defined in the Debentures) unless the following conditions shall have been satisfied: (a) no later than the third Business Day prior to the anticipated Effective Time (as defined in the Merger Agreement) (the “Pre-Merger Date”), the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Pre-Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made, on the Pre-Merger Date and as of the date of the Effective Time (the “Merger Date”) (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Pre-Merger Date have been performed, (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date are expected to have been performed, (iv) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (v) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Pre-Merger Date and the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; (b) on the Merger Date, the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Merger Date (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date have been performed, (iii) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (iv) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; and (c) the Registration Statement (as defined in the Debentures) shall be effective and shall not have lapsed for any reason.

Condition to the Merger. The Company Subject to and in reliance upon compliance with the provisions of the proviso of this sentence, the following sentence and Section 20 of the Clarification of Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement being executed concurrently herewith, the parties agree that the condition to the Merger set forth in Section 6.2(d) of the Merger Agreement was not intended by the parties to, and does not, extend to any waiting period pursuant to the HSR Act applicable to the acquisition by the Anschutz Holders of Parent Common Stock pursuant to the Merger; provided, however, that, if all waiting periods applicable under the HSR Act to the acquisition by the Anschutz Holders of Parent Common Stock pursuant to the Merger shall not complete have expired or been terminated at the time of the Merger, the Anschutz Holders will take appropriate action, and Parent and the Company will coop- erate with Anschutz Holders, to enable the Merger (as defined in to close without delay and without violation of the Debentures) unless HSR Act, including, for example, by entering into an appropriate escrow agreement or other arrangement pending divestiture or completion of HSR Act review. Each of the following conditions shall have been satisfied: (a) no later than the third Business Day prior parties hereto agrees to the anticipated Effective Time (as defined in the Merger Agreement) (the “Pre-Merger Date”)use its best efforts to take, the Company shall deliver or cause to be delivered taken, all action and to each Purchaser a certificatedo, dated as of the Pre-Merger Date or cause to be done, all things necessary, proper or advisable, whether under applicable laws and signed by the Chief Executive Officer regulations or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (orotherwise, to cause all applicable waiting periods under the extent representations HSR Act to expire or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made, on the Pre-Merger Date and as of the date of the Effective Time (the “Merger Date”) (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Pre-Merger Date have been performed, (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date are expected to have been performed, (iv) there have been no Material Adverse Effect terminate with respect to the Company since acquisition by the date Anschutz Holders of this Agreement and (v) no Event of Default (as defined in Parent Common Stock pursuant to the Debentures) and no event or condition Merger; provided, however, that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as none of the Pre-Merger Date and the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; (b) on the Merger Date, the Company shall deliver parties hereto or cause to be delivered to each Purchaser a certificate, dated as of the Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document their subsidiaries shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Merger Date (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to take any action that would be performed at materially harmful to their businesses, assets, operations, financial condition or prior to the Merger Date have been performed, (iii) there have been no Material Adverse Effect with respect to the Company since the date results of this Agreement and (iv) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; and (c) the Registration Statement (as defined in the Debentures) shall be effective and shall not have lapsed for any reasonoperations.

Condition to the Merger. The Company shall not complete the Merger (as defined in the Debentures) unless the following conditions shall have been satisfied: (a) no later than the third Business Day prior to the anticipated Effective Time [Reserved]; (as defined in the Merger Agreementb) (the “Pre-Merger Date”), the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Pre-Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made, on the Pre-Merger Date and as of the date of the Effective Time (the “Merger Date”) (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Pre-Merger Date have been performed, (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date are expected to have been performed, (iv) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (v) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Pre-Merger Date and the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; (b) on the Merger Date, the Company shall deliver or cause to be delivered to each Purchaser a certificate, dated as of the Merger Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company contained in any Transaction Document shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Merger Date (unless as of a specific date therein in which case they shall be accurate as of such date), (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Merger Date have been performed, (iii) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (iv) no Event of Default (as defined in the Debentures) and no event or condition that constitutes an Event of Default (as defined in the Debentures) or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the Debentures) shall have occurred and be continuing as of the Merger Date and would not occur as a result of the transactions to occur on the Merger Date; and (c) the Registration Statement (as defined in the Debentures) shall be effective and shall not have lapsed for any reason.