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

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions shall have been issued and remain in effect; (b) all waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to ▇▇▇▇▇▇ FCC Licenses that are immaterial to the assets or business of ▇▇▇▇▇▇ and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the ▇▇▇▇▇▇ Common Stock Exchange simultaneously with the Stock Sale shall have been satisfied.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party Party to this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is Contemplated Transactions are subject to the fulfillmentsatisfaction or, on to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing DateClosing, of each of the following conditions: (a) no No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents Order preventing the consummation of the Contemplated Transactions shall have been issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction and remain in effect;effect and there shall not be any Law which has the effect of making the consummation of the Contemplated Transactions illegal. (b) all waiting periods applicable to Homology shall have obtained the consummation Required Homology Stockholder Vote, and Q32 shall have obtained the Required Q32 Stockholder Vote. (c) The approval of the Transactions under listing of the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements additional shares of Homology Common Stock on Nasdaq shall have been obtained or made, other than approvals and filings, the failure shares of Homology Common Stock to obtain or make which, be issued in the aggregate, would not reasonably be expected Merger pursuant to this Agreement shall have a material adverse effect been approved for listing (subject to official notice of issuance) on the prospects of the business or operations of the Surviving Corporation following the Merger;Nasdaq. (cd) all approvals The Subscription Agreement shall be in full force and effect and cash proceeds of not less than the FCC required Concurrent Investment Amount shall have been received by Homology, or will be received by Homology substantially simultaneously with the Closing, in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to ▇▇▇▇▇▇ FCC Licenses that are immaterial to transactions contemplated by the assets or business of ▇▇▇▇▇▇ and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval;Subscription Agreement. (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, The Homology Lock-Up Agreements and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect Q32 Lock-Up Agreements will continue to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect;effect as of immediately following the Effective Time. (hf) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger The Registration Statement shall have been approved for listing on become effective in accordance with the NYSEprovisions of the Securities Act, and shall not be subject to official notice of issuance; andany stop order or proceeding seeking a stop order with respect to such Registration Statement that has not been withdrawn. (ig) all conditions necessary to consummate the ▇▇▇▇▇▇ Common Stock Exchange simultaneously with the Stock Sale Q32 shall have been satisfiedeffected the Q32 Preferred Stock Conversion.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party Party to this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is Contemplated Transactions are subject to the fulfillmentsatisfaction or, on to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing DateClosing, of each of the following conditions: (a) no No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents Order preventing the consummation of the Contemplated Transactions shall have been issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction and remain in effect;effect and there shall not be any Law which has the effect of making the consummation of the Contemplated Transactions illegal. (b) all waiting periods applicable to Frequency shall have obtained the consummation Required Frequency Stockholder Vote, and Korro shall have obtained the Required Korro Stockholder Vote. (c) The approval of the Transactions under listing of the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements additional shares of Frequency Common Stock on Nasdaq shall have been obtained or made, other than approvals and filings, the failure shares of Frequency Common Stock to obtain or make which, be issued in the aggregate, would not reasonably be expected Merger pursuant to this Agreement shall have a material adverse effect been approved for listing (subject to official notice of issuance) on the prospects of the business or operations of the Surviving Corporation following the Merger;Nasdaq. (cd) all approvals The Subscription Agreement shall be in full force and effect and cash proceeds of not less than the FCC required Concurrent Investment Amount shall have been received by ▇▇▇▇▇, or will be received by Korro substantially simultaneously with the Closing, in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to ▇▇▇▇▇▇ FCC Licenses that are immaterial to transactions contemplated by the assets or business of ▇▇▇▇▇▇ and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval;Subscription Agreement. (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, The Frequency Lock-Up Agreements and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect Korro Lock-Up Agreements will continue to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect;effect as of immediately following the Effective Time. (hf) The Registration Statement shall have become effective in accordance with the shares provisions of Surviving Corporation Common Stock the Securities Act, and shall not be subject to be issued pursuant any stop order or proceeding seeking a stop order with respect to the Merger Registration Statement that has not been withdrawn. (g) Korro shall have been approved for listing on effected the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the ▇▇▇▇▇▇ Common Korro Preferred Stock Exchange simultaneously with the Stock Sale shall have been satisfiedConversion.