Common use of Conditions to All Parties’ Obligations Clause in Contracts

Conditions to All Parties’ Obligations. The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.

Conditions to All Parties’ Obligations. The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction (or waiver in writing (to the extent permitted by applicable Law) by Parent and the Company), at or prior to the Closing, Company of the following conditions: (a) the The Company Stockholder Approval shall have been obtained; (b) The Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attainedobtained; (c) the The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement shall have been issued by the SEC seeking a stop order, and shall remain in effect; (id) the The waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) There shall be no Governmental Body of competent jurisdiction shall have issued order, injunction, judgment, decree or entered any Order ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of this Agreement, and no applicable Law shall have been Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the date of this Agreement, in each case, that is then Agreement shall be in effect and has the effect of enjoining, restraining, enjoining, making illegal preventing or otherwise prohibiting the consummation of the Merger Contemplated Transactions or making consummation of the other transactions contemplated by this AgreementContemplated Transactions illegal; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the The Parent Shares to be issued in connection with pursuant to the First Merger (including have been approved for listing on the Parent Shares Exchange, subject to be reserved upon exercise official notice of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementissuance.

Conditions to All Parties’ Obligations. The obligations of Parent Parent, Merger Sub and the Company to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction (or waiver in writing (to the extent permitted by applicable Law) by Parent and the Company), at or prior to the Closing, Company of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the The Company Stockholder Approval shall have been attainedobtained; (cb) the The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement shall have been issued by the SEC seeking a stop order, and shall remain in effecteffect and no proceedings for such purpose shall be pending before the SEC; (ic) the The waiting period (and any extension thereof, including under any commitment to, or agreement between a party and a with, any Governmental Body agreeing to delay the consummation of, or not to consummate the Merger prior to before a certain date entered into in compliance with this Agreementdate, the Contemplated Transactions) applicable to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (ed) There shall be no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreementenacted, and no applicable Law shall have been enacted promulgated, issued or promulgated after the date of this Agreemententered by any Governmental Body enjoining, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal preventing or otherwise prohibiting the consummation of the Merger and there shall be no Law in effect or enacted or promulgated prohibiting or making illegal the other transactions contemplated by this Agreementconsummation of the Merger; and (fe) The shares of Parent Class A Common Stock constituting Merger Consideration issuable to the Company Stockholders pursuant to this Agreement shall have submitted been approved for listing on the NASDAQ, subject to the Stock Exchange, in accordance with the requirements official notice of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementissuance.

Conditions to All Parties’ Obligations. The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained[RESERVED]; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement Statement, as amended by each Post-Effective Amendment, shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this AgreementOriginal Execution Date, and no applicable Law shall have been enacted or promulgated after the date of this AgreementOriginal Execution Date, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs RSUs, Settled Options and Settled RSUs) as contemplated by this Agreement.

Conditions to All Parties’ Obligations. The obligations of Parent and the Company to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction (or waiver in writing (to the extent permitted by applicable Law) by Parent and the Company), at or prior to the Closing, Company of the following conditions: (a) the The Parent Stockholder Approval shall have been attainedobtained; (b) the The Company Stockholder Approval shall have been attainedobtained; (c) the The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement shall have been issued by the SEC seeking a stop order, and shall remain in effecteffect and no proceedings for such purpose shall be pending before the SEC; (id) the The waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act shall have expired or been terminatedterminated (such expiration or termination, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained“Required Regulatory Approval”); (e) There shall be no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of this AgreementAgreement by any Governmental Body enjoining, restraining, preventing or prohibiting the consummation of the Merger and there shall be no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then Agreement which remains in effect and has the effect of restraining, enjoining, making that prohibits or makes illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this AgreementMerger; and (f) Parent The Merger Consideration issuable to the Company Stockholders pursuant to this Agreement shall have submitted been approved for listing on the NYSE, subject to the Stock Exchange, in accordance with the requirements official notice of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementissuance.

Conditions to All Parties’ Obligations. The obligations of Parent Trooper and the Company Ranger to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent Trooper and the Company), at or prior to the Closing, Ranger of the following conditions: (a) The approvals required by clauses (i), (iv) and (v) of the Parent Stockholder definition of Trooper Shareholder Approval shall have been attained; (b) the Company Stockholder The Ranger Shareholder Approval shall have been attained; (c) No provision of any applicable Law and no decree, injunction or order (preliminary or otherwise) shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated hereby; (d) The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order suspending the use of the Registration Statement or any Action the Joint Proxy Statement shall have been issued by the SEC or any securities administrator of any state or country, nor shall proceedings seeking a stop orderorder have been initiated or, and shall remain in effectto the knowledge of Trooper or Ranger, as the case may be, be threatened by the SEC or any securities administrator of any state or country; (i) the The waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation expected benefits of the Merger or the other transactions contemplated by this Agreement; to Ranger and Trooper, taken as a whole, and (f) Parent There shall be no Action pending against Trooper, Holdco, Merger Sub or Ranger or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have submitted to rescinded, the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued Merger; (ii) seeking material damages in connection with the Merger; (iii) seeking to compel Ranger, Trooper or any of their respective Subsidiaries to dispose of or hold separate any assets as a result of the Merger that would constitute a Restraint or (including Parent Shares iv) seeking to be reserved upon exercise of Rollover Options and impose any criminal sanctions or liability on Trooper, Holdco, Merger Sub or Ranger in connection with the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementMerger.

Conditions to All Parties’ Obligations. The obligations obligation of Parent each of the Sellers and the Company Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or waiver in writing by Parent and of the Company), at or following conditions as of immediately prior to the Closing, of the following conditionsClosing Date: (a) the Parent Stockholder Approval applicable waiting periods under the HSR Act or the applicable waiting period, approval or clearance under any Other Antitrust Regulations, including Competition Act Approval, shall have expired, been terminated or been given, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been attainedmade and obtained; (b) the Company Stockholder Approval no injunction, order, judgment, decision, determination, decree or ruling shall have been attained; (c) issued, promulgated, enacted or enforced by any Governmental Body restraining, enjoining or otherwise prohibiting the Registration Statement shall have become effective under performance of this Agreement or the Securities Actconsummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall not be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the subject performance of this Agreement or the consummation of any stop order or any Action by of the SEC seeking a stop ordertransactions contemplated hereby, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to declare unlawful the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable cause such transactions to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreementbe rescinded; and (fc) Parent this Agreement shall not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 10.01.

Conditions to All Parties’ Obligations. The obligations of Parent and the Company Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditionsconditions as of the Closing Date: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities ActThe applicable waiting periods, and shall not be the subject of any stop order or any Action by the SEC seeking a stop orderif any, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall will have expired or been terminated, (ii) and any mandatory waiting period or required clearance, approval or consent applicable Governmental Consents necessary to consummate the transactions contemplated by this Agreement under any other applicable competition Antitrust Law shall have been obtained (or antitrust Law or regulation the applicable waiting period shall have expired or been obtained, except where earlier terminated); (b) Except for any pending Proceeding directly or indirectly initiated by the failure Party asserting its right not to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to consummate the transactions contemplated by this Agreement specified on pursuant to this Section 7.01(d) 2.01(b), no Proceeding before any Governmental Authority will be pending wherein an unfavorable judgment, decree or Order would prevent the performance of this Agreement or the consummation of any of the Company Disclosure Letter transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) RGGS Land & Minerals LTD., LP shall have entered into an assignment and assumption of lease with respect to the RGGS Lease, recognizing the assignment of Seller’s rights and obligations under the RGGS Lease to Buyer and releasing Seller from all liabilities and obligations from and after the Closing thereunder, to be effective upon Closing; (d) The Modified CBA shall have been obtained or deemed amended to have been obtained;reflect the changes and duly ratified by the Union Employees, and shall contain the terms set forth on Schedule 2.01(d); and (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall This Agreement will not have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 6.01.

Conditions to All Parties’ Obligations. The obligations of Parent Visor and the Company Union to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent Visor and the Company), at or prior to the Closing, Union of the following conditions: (a) The approvals required by clauses (i), (ii), (iii), (v), (vi) and (vii) of the Parent Stockholder definition of Visor Shareholder Approval shall have been attained; (b) the Company Stockholder The Union Shareholder Approval shall have been attained; (c) No provision of any applicable Law and no decree, injunction or order (preliminary or otherwise) shall be in effect that prohibits the consummation of the Merger or the other transactions contemplated hereby; (d) The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order suspending the use of the Registration Statement or any Action the Joint Proxy Statement shall have been issued by the SEC or any securities administrator of any state or country, nor shall proceedings seeking a stop orderorder been initiated or, and shall remain in effectto Visor’s Knowledge or Union’s Knowledge, as the case may be, be threatened by the SEC or any securities administrator of any state or country; (i) the The waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation expected benefits of the Merger or the other transactions contemplated by this Agreementto Union and Visor, taken as a whole; and (f) Parent There shall be no Action pending against Visor, Merger Sub or Union or any of their respective Affiliates by any Governmental Body (i) seeking to enjoin or make illegal, delay or otherwise restrain or prohibit the consummation of, or to have submitted to rescinded, the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued Merger; (ii) seeking material damages in connection with the Merger; or (iii) seeking to impose any criminal sanctions or liability on Visor, Merger (including Parent Shares to be reserved upon exercise of Rollover Options and Sub or Union in connection with the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementMerger.

Conditions to All Parties’ Obligations. The obligations obligation of Parent and each of the Company parties hereto to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction (satisfaction, or waiver by the applicable parties in writing by Parent and accordance with the Company)terms hereof, at or of the following conditions as of immediately prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing which restrains or prohibits the consummation of the purchase and sale of the Target Units to Buyer or Buyer Sub; (ii) All waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act requirements shall have expired or been terminated, terminated under the HSR Act (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and “HSR Approval”); (iii) each other clearanceBuyer Shareholder Approval (as defined in Section 3G(ii)) shall have been duly obtained from the stockholders of Buyer by the requisite vote under the laws of the State of Delaware (if any) and the Buyer Charter Documents, approval the Buyer Post-Closing Directors shall have been duly elected in accordance with applicable law and the Buyer Charter Documents, the Buyer Closing Certificate of Incorporation shall have been duly filed with the Secretary of State for the State of Delaware and become effective under the laws of the State of Delaware and not have been amended, modified or consent repealed and there shall have been no amendment, modification or waiver of the Buyer Post-Closing Bylaws or the Buyer Post-Closing Certificate of Incorporation; (iv) The time period for the valid exercise of Conversion Rights (as determined in accordance with respect to the transactions contemplated by this Agreement specified on Section 7.01(dBuyer Charter Documents) shall have terminated and, as of such time, holders of less than forty percent (40%) of the Company shares of Buyer Common Stock issued in Buyer’s IPO and outstanding immediately prior to the Closing shall have validly exercised their Conversion Rights; (v) All notices required to be given prior to the Closing set forth on Section 2A(v) of the Seller Disclosure Letter to, and all consents, approvals, authorizations and waivers set forth on Section 2A(v) of the Seller Disclosure Letter required to be obtained prior to the Closing from, any third party or Governmental Entity shall have been obtained given or deemed to have been obtained, as the case may be; (evi) no Governmental Body of competent jurisdiction Buyer and/or Buyer Sub shall have issued or entered received debt financing on terms satisfactory to Buyer and Seller (with it being understood and agreed that any Order (whether temporary, preliminary or permanent) after the date debt financing on terms not less favorable to Buyer and Buyer Sub than those set forth in any Debt Commitment Letters shall be satisfactory to Buyer and Seller for purposes of this AgreementSection 2A(vi)) and such debt financing shall include sufficient capacity to ensure that the Support Obligations of Seller in respect of the Business may be substituted by Buyer at or promptly after Closing and allow for Buyer and its Domestic Subsidiaries to issue an Acceptable Note to Seller (if applicable), and no applicable Law Buyer and Buyer Sub shall have been enacted or promulgated after received the date proceeds of this Agreement, such debt financing in each case, that is then in effect and has the effect an amount of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreementnot less than $946,000,000; and (fvii) Parent This Agreement shall not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, Section 7A. Any condition specified in this Section 2A may be waived prior to Closing only by a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options written instrument signed by Seller and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementBuyer.

Conditions to All Parties’ Obligations. The obligations obligation of Parent each of the Company, Merger Sub and the Company Buyer to consummate the transactions contemplated by this Agreement are Merger is subject to the satisfaction (satisfaction, or waiver in writing by Parent and the Company), at or prior to the Closingparties hereto, of the following conditionsconditions as of immediately prior to the Effective Time: (ai) Any applicable waiting periods under the Parent Stockholder HSR Act shall have expired or been terminated (the “HSR Approval”) and all foreign antitrust or similar approvals required for consummation of the transactions contemplated hereby shall have been obtained; (ii) Buyer Shareholder Approval (as defined in Section 6D) shall have been duly obtained from the stockholders of Buyer by the requisite vote under the laws of the State of Delaware and the Buyer Charter Documents, the Buyer Post-Closing Directors shall have been duly elected in accordance with applicable law and the Buyer Charter Documents, the Buyer Post-Closing Certificate of Incorporation shall have been duly filed with the Secretary of State for the State of Delaware and become effective under the laws of the State of Delaware and not have been amended, modified or repealed; (iii) Company Shareholder Approval shall have been attainedduly obtained from the stockholders of the Company by the requisite vote under the laws of the State of Delaware and the Company Charter Documents; (biv) Holders of less than twenty percent (20%) of the Company Stockholder Approval shares of Buyer Common Stock issued in Buyer’s IPO and outstanding immediately before the Closing shall have been attainedexercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with Buyer’s Charter Documents; (cv) The Company shall have received such consents, amendments and/or waivers under the Senior Credit Agreement, Equipment Facility, Underwriting Agreement and agreements entered into in connection therewith and other material contracts to which it is party as may be necessary such that neither the Merger nor the Post-Closing Mergers shall (with or without the passage of time) constitute a breach or a default under any such arrangement and that there is no impediment to the Holdco Merger occurring immediately after the Effective Time; (vi) The Registration Statement shall have become effective under the Securities Act, Act and shall not be the subject of any stop order or any Action proceeding by the SEC seeking a stop order, and shall remain in effectSEC; (ivii) The Holdco Common Stock will be quoted or listed for trading on the waiting period (Nasdaq, there will be no action or proceeding pending or threatened against Holdco or Buyer to prohibit or terminate the listing of Holdco Common Stock on the Nasdaq and Nasdaq shall not have required, as condition to such listing, any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable material amendment to the transactions contemplated by this Investor Rights Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable relative to the transactions contemplated by this Agreement under any other applicable competition terms set forth in Exhibit F attached hereto or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect Holdco Certificate of Incorporation relative to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtainedterms set forth in Exhibit G attached hereto; (eviii) no Governmental Body No injunction or order of any court or administrative agency of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then be in effect and has as of the effect of restraining, enjoining, making illegal Closing which restrains or otherwise prohibiting prohibits the consummation of the Merger or Merger; (ix) The Company shall have received an opinion of maritime counsel reasonably satisfactory to the Company that the Buyer and its Subsidiaries will, immediately after giving effect to the Merger, and Holdco and its Subsidiaries will, immediately after giving effect to the Post-Closing Mergers, meet the citizenship requirements for coastwise trading and dredging in the navigable waters of the United States and with respect to such other transactions contemplated by this Agreementmaritime matters as the Company may reasonably request; and (fx) Parent This Agreement shall not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.Section 9A.

Conditions to All Parties’ Obligations. The respective obligations of Parent and -------------------------------------- parties to effect the Company to consummate the transactions contemplated by this Agreement are Mergers shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the Interim Merger of the following conditions: (a) The Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the shareholders of Liberty Bank. (b) the Company Stockholder Approval General Bank, GBC and Liberty Bank shall have been attained; procured the required Regulatory Agencies' approvals, consents or waivers with respect to the Agreement and the transactions contemplated hereby (c) including the Registration Statement organization of GB Interim Bank), and all applicable statutory waiting periods shall have become effective under expired; and the Securities Actparties shall have procured any other regulatory approvals, and shall not be consents or waivers of governmental authorities or other persons that are necessary or appropriate to the subject consummation of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired Agreement; provided, however, that no approval, consent or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent waiver referred -------- ------- to in this clause would not have a material adverse effect on the parties, and Section 6.1 (iiib) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or be deemed to have been obtained; received if it shall include any condition or requirement that, individually or in the aggregate, (ei) no Governmental Body of competent jurisdiction shall have issued would result in a Material Adverse Effect on Liberty Bank or entered any Order General Bank (whether temporary, preliminary or permanent) after giving effect to the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Interim Merger or the Bank Merger and the other transactions contemplated by this Agreement; and), or (ii) would so materially reduce the economic or business benefits of the acquisition contemplated by the Agreement to General Bank or GBC that had such condition been known to General Bank or GBC, General Bank and GBC in their respective good faith reasonable judgments would not have entered into this Agreement. (fc) Parent No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Interim Merger or the Bank Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against any party or any of their respective subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (d) No statute, rule, regulation, order, injunction or decree shall have submitted to been enacted, entered or promulgated by any governmental authority which prohibits, restricts or makes illegal the Stock Exchange, in accordance with the requirements consummation of the Stock ExchangeInterim Merger or the Bank Merger, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as or any other transaction contemplated by this Agreement. (e) The Exchange Agent Agreement shall have been executed by all appropriate parties and the Adjusted Cash Consideration shall have been delivered to the Exchange Agent.

Conditions to All Parties’ Obligations. The obligations of Parent Seller and the Company Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditionsconditions as of the Closing Date: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, All required notifications and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain filings with Governmental Authorities in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance connection with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired been made and each applicable Governmental Authority, to the extent required before Closing, shall either have (i) given the approvals, consents or been terminatedclearances required under relevant applicable Law for the completion of the transactions contemplated by this Agreement, (ii) any mandatory rendered a decision that no approval, consent or clearance is required under relevant applicable Law for completion of the transactions contemplated by this Agreement, (iii) failed to render a decision within the applicable waiting period under relevant applicable Law and such failure is considered under such Law to be a grant of all requisite consents or required clearanceclearances under such Law, approval or consent applicable to (iv) referred the transactions contemplated by this Agreement under or any other part thereof to another Governmental Authority in accordance with relevant applicable competition or antitrust Law or regulation shall have expired or been obtained, except where and one of the failure to observe such waiting period or obtain a clearance, approval or consent referred to requirements listed in this clause would not have a material adverse effect on the parties, and items (i) through (iii) each above has been fulfilled in respect of such other clearanceGovernmental Authority. (b) Except for any pending or threatened suit, approval action or consent with respect other proceeding directly or indirectly initiated by the party asserting its right not to consummate the transactions contemplated by this Agreement specified on pursuant to this Section 7.01(d) of 2.01(b), no action or proceeding before any Governmental Authority will be pending or threatened in writing wherein an unfavorable judgment, decree or order would prevent the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date performance of this Agreement, and no applicable Law shall have been enacted Agreement or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Merger or transactions contemplated hereby, declare unlawful the other transactions contemplated by this Agreement; andAgreement or cause such transactions to be rescinded. (fc) Parent shall This Agreement will not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 8.01(a).

Conditions to All Parties’ Obligations. The obligations obligation of Parent each of the Company, the Representative, ▇▇▇▇▇▇ and the Company Merger Sub to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction (or waiver in writing by Parent and of the Company), at or following conditions as of immediately prior to the Closing, of the following conditionsEffective Time: (a) the Parent Stockholder Approval approvals and waiting periods under HSR Act (and any extensions thereof) and any Other Antitrust and FDI Regulations that are required for the consummation of the transactions contemplated hereby and set forth on Annex 4.03(a) shall have been attainedreceived and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods), and any agreement with any governmental entity not to close the transaction shall have expired or terminated; (b) after the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; date hereof (i) the waiting period (and any extension thereofno injunction, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired order, judgment, decision, decree or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order ruling (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been issued, promulgated, enacted or promulgated after enforced by any Governmental Body and remain in effect and (ii) no law, statute or regulation shall have been enacted, promulgated, enforced or deemed applicable to this Agreement or the date of this Agreementtransactions contemplated hereby by any Governmental Body, in each casecase of the immediately preceding clauses (i) and (ii), that is then in effect and has the effect of restraining, enjoining, making illegal enjoining or otherwise prohibiting (whether temporarily, preliminarily or permanently) the performance of this Agreement or the consummation of any of the Merger transactions contemplated hereby; (c) No Action shall be pending before any Governmental Body wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prohibit consummation of any of the other transactions contemplated by this AgreementAgreement or the other Transaction Documents or (ii) cause any of the transactions contemplated by this Agreement or the other Transaction Documents to be rescinded following consummation; and (fd) Parent this Agreement shall not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 9.01.

Conditions to All Parties’ Obligations. The obligations of Parent the Seller and the Company Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditionsconditions as of the Closing Date: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, All required notifications and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain filings with Governmental Authorities in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance connection with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired been made and each applicable Governmental Authority, to the extent required before Closing, shall either have (i) given the approvals, consents or been terminatedclearances required under relevant applicable Law for the completion of the transactions contemplated by this Agreement, (ii) any mandatory rendered a decision that no approval, consent or clearance is required under relevant applicable Law for completion of the transactions contemplated by this Agreement, (iii) failed to render a decision within the applicable waiting period under relevant applicable Law and such failure is considered under such Law to be a grant of all requisite consents or required clearanceclearances under such Law, approval or consent applicable to (iv) referred the transactions contemplated by this Agreement under or any other part thereof to another Governmental Authority in accordance with relevant applicable competition or antitrust Law or regulation shall have expired or been obtained, except where and one of the failure to observe such waiting period or obtain a clearance, approval or consent referred to requirements listed in this clause would not have a material adverse effect on the parties, and items (i) through (iii) each above has been fulfilled in respect of such other clearanceGovernmental Authority. (b) Except for any pending or threatened suit, approval action or consent with respect other proceeding directly or indirectly initiated by the party asserting its right not to consummate the transactions contemplated by this Agreement specified on pursuant to this Section 7.01(d) of 2.01(b), no action or proceeding before any Governmental Authority will be pending or threatened in writing wherein an unfavorable judgment, decree or order would prevent the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date performance of this Agreement, and no applicable Law shall have been enacted Agreement or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Merger or transactions contemplated hereby, declare unlawful the other transactions contemplated by this Agreement; andAgreement or cause such transactions to be rescinded. (fc) Parent shall This Agreement will not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 8.01(a).

Conditions to All Parties’ Obligations. The respective obligations of Parent Golden State and CENFED to effect the Company to consummate the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or or, to the extent permitted by applicable law, waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) This Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the stockholders of CENFED in accordance with applicable law and its certificate of incorporation and by-laws. (b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the Company Stockholder Approval transactions contemplated hereby shall have been attained;received and shall remain in full force and effect, and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially and adversely impact the economic and business benefits of the transactions contemplated hereby to Golden State so as to render it inadvisable in the judgment of Golden State to proceed with the transactions contemplated hereby. (c) Any other requirements prescribed by law which are necessary to the Registration Statement consummation of the transactions contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against Golden State or CENFED brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule or regulation shall have been enacted, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement. (f) The shares of Golden State Common Stock issuable to CENFED stockholders pursuant to this Agreement upon the completion of the Merger shall have been authorized for listing on the NYSE upon official notice of issuance. (g) The Form S-4 shall have become effective under the Securities Act, Act and shall not be the subject of any stop order or any Action by the SEC proceedings seeking a stop order. (h) Each of the letters from independent accountants, and shall remain in effect; (i) the waiting period (and any extension written confirmations thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, Sections 5.9 and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter 5.10 shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after received at the date of this Agreement, times and no applicable Law shall have been enacted or promulgated after in the date of this Agreement, form described in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementsuch Sections.

Conditions to All Parties’ Obligations. The obligations of Parent Parent, Merger Sub and the Company to consummate the transactions contemplated by this Agreement Contemplated Transactions and of Parent to consummate the Parent Share Issuance and the issuance of the New Parent Equity Awards are subject to the satisfaction (or or, to the extent permitted by Law, written waiver in writing by Parent and the Company), at or prior to the Closing, ) of the following conditions: (a) the Parent The Company Stockholder Approval shall will have been attainedobtained; (b) the Company The Parent Stockholder Approval shall will have been attainedobtained; (c) the The Registration Statement shall will have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement will have been issued by the SEC seeking a stop orderand remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) The Parent ADRs that are issuable pursuant to this Agreement shall have been authorized for listing on the Exchange, subject to official notice of issuance, and the Parent Ordinary Shares that are issuable pursuant to this Agreement shall have been authorized for listing on the ASX; (e) The F-6 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the F-6 shall have been issued and remain in effecteffect and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (i) The Australian Prospectus (to the extent required by applicable Law) will have been lodged with ASIC and the exposure period prescribed by section 727(3) of the Corporations Act will have elapsed (if applicable) and no stop order is issued by ASIC in relation to the Australian Prospectus and remains in effect or (ii) ASIC shall have granted Parent such consents, approvals, waivers, relief and exemptions, or have done such other acts, so as to permit the parties hereto to effect the Merger, the Contemplated Transactions and the Parent Share Issuance without requiring the Australian Prospectus to be lodged with ASIC; (g) The ASX and ASIC shall have provided to Parent and Merger Sub such consents, approvals, waivers, relief and exemptions, or do such other acts, as are required under the ASX Listing Rules, the Corporations Act and any other applicable Laws to undertake and effect the Merger and the other Contemplated Transactions and implement the Parent Share Issuance and the issuance of the New Parent Equity Awards, and in connection with the offer, issue and sale of the Parent Ordinary Shares and Parent ADRs being issued in the Merger and the exchange of shares mechanics set out in Article 1 and in connection with the offer, issue and sale of the New Parent Equity Awards (and the satisfaction by Parent and Merger Sub of any conditions imposed by ASX and ASIC (as applicable) in such consents, approvals, waivers, relief and exemptions (including any shareholder approvals required under the ASX Listing Rules)) (the “Australian Waivers”) or the ASX and ASIC (as applicable) will have confirmed to Parent that no such Australian Waivers are required; (h) Any applicable waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act shall will have expired or been terminatedterminated (together with the Australian Waivers, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained“Required Approvals”); (ei) There will be no (i) Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date enacted, promulgated, issued or entered by any Governmental Body of this Agreement, and no applicable Law shall have been competent jurisdiction or (ii) Laws enacted or promulgated after the date of this Agreementpromulgated, in each case, that is then in effect and has have the effect of enjoining, restraining, enjoining, making illegal preventing or otherwise prohibiting the consummation of the Merger Contemplated Transactions or the other transactions contemplated by this AgreementParent Share Issuance or the issuance of the New Parent Equity Awards or making consummation of the Contemplated Transactions or the Parent Share Issuance or the issuance of the New Parent Equity Awards illegal; and (fj) Parent The Required Approvals shall have submitted to been obtained without the Stock Exchange, in accordance with the requirements imposition of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementany Burdensome Condition.

Conditions to All Parties’ Obligations. The respective obligations of Parent Noble, the Company and the Company Shareholders to consummate effect the transactions contemplated by this Agreement are hereby shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Closing Date of the following conditions: (a) Noble, the Parent Stockholder Approval Company and each of their respective subsidiaries shall have procured, if necessary or advisable, any necessary approvals, consents or waivers with respect to the Agreement and the transactions contemplated hereby, including approvals, consents or waivers from any federal, state, county, city, municipal, regional or local governmental authority within the United States, and all applicable statutory waiting periods under the HSR Act, if applicable, shall have expired or otherwise been attained;terminated; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary or appropriate for the consummation of the transactions contemplated by the Agreement including, without limitation the consent of the GRS; provided, however, that, absent the written consent thereto by Noble, no approval, consent or waiver referred to in this Section 6.1(a) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Noble, or (ii) imposes any requirement upon Noble, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Noble or the Company, or (y) materially restrict or curtail the current business operations or activities of Noble or the Company. (b) All other requirements prescribed by law which are necessary to the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject consummation of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired been satisfied. (c) No party hereto shall be subject to any order, decree or been terminated, (ii) any mandatory waiting period injunction of a court or required clearance, approval agency of competent jurisdiction which enjoins or consent applicable to prohibits the consummation of the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law litigation or proceeding shall be pending against Noble or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (d) No statute, rule, regulation, order, injunction or decree shall have been enacted enacted, entered, promulgated, interpreted, applied or promulgated after the date of this Agreementenforced by any governmental authority which prohibits, in each case, that is then in effect and has the effect of restraining, enjoining, making restricts or makes illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as any transaction contemplated by this Agreement.

Conditions to All Parties’ Obligations. The obligations of Parent and all the Company parties to consummate the transactions contemplated by this Agreement are to effect the Venus Exchange and Lomak Exchange shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, fulfillment of the following conditions: (a) the Parent Venus Stockholder Approval shall have been attained;obtained by Venus, and the Board of Directors and officers of Xplor shall have been reconstituted as contemplated by Section 8.01 hereof, effective upon Closing, and all other officers and directors of Xplor shall have resigned in writing. (b) No temporary restraining order, preliminary or permanent injunction or other order or restraint issued by any court of competent jurisdiction, no order, decree, restraint or pronouncement by any Governmental Entity or Regulatory Authority, and no other legal restraint or prohibition which would prevent or have the Company Stockholder Approval effect of preventing the consummation of the Venus Exchange or the Lomak Exchange shall have been attainedissued or adopted or be in effect; (c) All material permits, approvals, filings and consents required or advisable to be obtained or made, and all waiting periods required or contemplated to expire, prior to the Registration Statement consummation of the Venus Exchange and the Lomak Exchange under applicable federal laws of the United States or applicable laws of any state or foreign country having jurisdiction over the Venus Exchange, the Lomak Exchange and the other transactions contemplated herein shall have become effective under been obtained, made or expired, as the Securities Actcase may be (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals"), and all such Requisite Regulatory Approvals shall not be the subject of any stop order or any Action by the SEC seeking a stop order, in full force and shall remain in effect; (id) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not The shares of Xplor Stock to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter be issued hereunder shall have been obtained or deemed to have been obtainedincluded for quotation on NASDAQ SmallCap Market; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanentA Stockholders Agreement substantially in the form set form as Exhibit 9.01(e) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after entered into by the date of this ▇▇▇▇ Group, the ▇▇▇▇▇ Group and Lomak Petroleum Inc. (as such terms are defined in such Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement); and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options The Venus Exchange and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementLomak Exchange shall be consummated simultaneously.

Conditions to All Parties’ Obligations. The obligations of Parent Akebia and the Company Keryx to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior (to the Closing, extent permitted by applicable Law) by Akebia and Keryx of the following conditions: (a) the Parent Stockholder The Akebia Shareholder Approval shall have been attainedobtained; (b) the Company Stockholder The Keryx Shareholder Approval shall have been attainedobtained; (c) the The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement shall have been issued by the SEC seeking a stop order, and shall remain in effect; (id) the The waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement Contemplated Transactions under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) There shall be no Governmental Body of competent jurisdiction shall have issued order, injunction, judgment, decree or entered any Order ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of this Agreement, and no applicable Law shall have been Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the date of this Agreement, in each case, that is then Agreement shall be in effect and has the effect of enjoining, restraining, enjoining, making illegal preventing or otherwise prohibiting the consummation of the Merger Contemplated Transactions or making consummation of the other transactions contemplated by this AgreementContemplated Transactions illegal; and (f) Parent The Akebia Shares issuable to the Keryx Shareholders pursuant to this Agreement shall have submitted been approved for listing on the NASDAQ, subject to the Stock Exchange, in accordance with the requirements official notice of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementissuance.

Conditions to All Parties’ Obligations. The respective obligations of Parent the Acquiror, Merger Sub and the Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) The Plan and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the shareholders of the Company. (b) The Acquiror and the Company Stockholder Approval shall have procured the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby (i) by the Texas Banking Commissioner pursuant to Texas law, and (ii) by the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for the Acquiror, are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been attained;received if it shall include any condition or requirement (other than conditions or requirements that have been imposed on the Acquiror in connection with previous acquisitions announced since 1990) that, individually or in the aggregate, (i) would result in a Material Adverse Effect on the Acquiror or the Acquiror Bank or (ii) would reduce the economic and business benefits of the transactions contemplated by the Plan to the Acquiror or the Acquiror Bank in so significant and adverse a manner that the Acquiror, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) All other requirements prescribed by law which are necessary to the Registration Statement shall have become effective under consummation of the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (Merger and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not transactions necessary to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained;satisfied. (ed) no Governmental Body No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction shall have issued which enjoins or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting prohibits the consummation of the Merger or any transaction necessary to consummate the Merger, and no litigation or proceeding shall be pending against the Acquiror or the Company or any of their subsidiaries brought by any (e) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transactions transaction contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementPlan.

Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of Parent each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) APPROVAL BY GOVERNMENTAL OR REGULATORY AUTHORITIES; NO DISADVANTAGEOUS CONDITIONS. (i) The Exchange and the Company other transactions described herein shall have been approved, to the extent required by law, by the Federal Reserve and by all other governmental agencies or Regulatory Authorities having jurisdiction over such transaction, (ii) no governmental agency or Regulatory Authority shall have withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by Financial Corporation or Community Bank to be materially disadvantageous or burdensome or to impact so adversely the economic or business benefits of this Agreement as to render it inadvisable for such party to consummate the transactions contemplated herein; (iii) all waiting periods required following necessary approvals by this Agreement are subject governmental agencies or Regulatory Authorities shall have expired, and, in the case of any waiting period imposed by law or regulation following approval by the Federal Reserve, or other governmental agency or Regulatory Authority, no unwithdrawn objection to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, of the following conditions: (a) the Parent Stockholder Approval transactions contemplated herein shall have been attained;raised by the U.S. Department of Justice; and (iv) all other consents, approvals, and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured. (b) EFFECTIVENESS OF REGISTRATION STATEMENT, COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTS. The Registration Statement shall be effective under the Company Stockholder Approval shall have been attained; (c) 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have become effective been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. Financial Corporation shall have taken all such actions, if any, as required by applicable state securities laws (i) to cause the Financial Corporation Stock to be issued upon consummation of the Exchange, at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws; (ii) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied; and (iii) to obtain any and all required approvals or consents with respect to the Securities Actissuance of such stock, and any such required approvals or consents shall not be the subject of any stop order or any Action by the SEC seeking a stop order, have been obtained and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.

Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of Parent and each of the Company parties to this Agreement to consummate the transactions contemplated by this Agreement are subject to described herein shall be conditioned upon the satisfaction (or waiver in writing by Parent and of each of the Company), at following conditions precedent on or prior to the Closing, of the following conditions:Closing Date. A. APPROVAL BY GOVERNMENTAL OR REGULATORY AUTHORITIES; NO DISADVANTAGEOUS CONDITIONS. (aI) the Parent Stockholder Approval The Merger and other transactions described herein shall have been attained; approved, to the extent required by law, by the FRB, the FDIC, the Commissioner and the North Carolina State Banking Commission, and by all other governmental or regulatory agencies or authorities having jurisdiction over such transactions, (bII) no governmental or regulatory agency or authority shall have withdrawn its approval of such transactions or imposed any condition on such transactions or conditioned its approval thereof, which condition is reasonably deemed by the Holding Company Stockholder Approval or Mecklenburg to be materially disadvantageous or burdensome or to impact so adversely the economic or business benefits of this Agreement as to render it inadvisable for such party to consummate the Merger; (III) all waiting periods required following necessary approvals by governmental or regulatory agencies or authorities shall have expired, and, in the case of the waiting period following approval by the FRB and the FDIC, no unwithdrawn objection to the Merger shall have been attained;raised by the U.S. Department of Justice; and (IV) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured. (c) B. EFFECTIVENESS OF REGISTRATION STATEMENT; COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTSEFFECTIVENESS OF REGISTRATION STATEMENT; COMPLIANCE WITH SECURITIES AND OTHER "BLUE SKY" REQUIREMENTS. The Registration Statement shall be effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have become effective been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. The Holding Company shall have taken all such actions, if any, as required by applicable state securities laws (I) to cause the Triangle Stock to be issued upon consummation of the Merger, at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under the Securities Actsuch laws, (II) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied, and (III) to obtain any and all required approvals or consents with respect to the issuance of such stock, and any such required approvals or consents shall not be the subject of any stop order or any Action by the SEC seeking a stop order, have been obtained and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreement.

Conditions to All Parties’ Obligations. The respective obligations of Parent the Acquiror, Merger Sub (when duly incorporated) and the Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) The Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved and adopted by the requisite vote of the shareholders of the Company in accordance with the DGCL. (b) All necessary regulatory approvals, consents and waivers with respect to the Company Stockholder Approval Agreement and the transactions contemplated hereby shall have been attained;received, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for the Acquiror and the Company, are necessary or appropriate to the consummation of the transactions contemplated by the Agreement; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would reasonably be expected to (i) result in a Material Adverse Effect on the Company or the Acquiror or (ii) reduce the benefits of the transactions contemplated by the Agreement to the Acquiror in so significant a manner that the Acquiror, in its good faith reasonable judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof. (c) All other requirements prescribed by law which are necessary to the Registration Statement shall have become effective under the Securities Act, and shall not be the subject consummation of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained;satisfied. (ed) no Governmental Body No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction shall have issued which enjoins or entered prohibits the consummation of the Merger, the Bank Merger or any Order (whether temporary, preliminary or permanent) after the date of other transaction contemplated by this Agreement, and no applicable Law litigation or proceeding shall be pending against 47 the Acquiror or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule, regulation, order, injunction or decree shall have been enacted enacted, entered, promulgated, interpreted, applied or promulgated after the date of this Agreementenforced by any governmental authority which prohibits, in each case, that is then in effect and has the effect of restraining, enjoining, making restricts or makes illegal or otherwise prohibiting the consummation of the Merger, the Bank Merger or the any other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as transaction contemplated by this Agreement.

Conditions to All Parties’ Obligations. The respective obligations of Parent Golden State and CENFED to effect the Company to consummate the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or or, to the extent permitted by applicable law, waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) This Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the stock holders of CENFED in accordance with applicable law and its certificate of incorporation and by-laws. (b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the Company Stockholder Approval transactions contemplated hereby shall have been attained;received and shall remain in full force and effect, and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would so materially and adversely impact the economic and business benefits of the transactions contemplated hereby to Golden State so as to render it inadvisable in the judgment of Golden State to proceed with the transactions contemplated hereby. (c) Any other requirements prescribed by law which are necessary to the Registration Statement consummation of the transactions contemplated by this Agreement shall have been satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against Golden State or CENFED brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule or regulation shall have been enacted, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement. (f) The shares of Golden State Common Stock issuable to CENFED stockholders pursuant to this Agreement upon the completion of the Merger shall have been authorized for listing on the NYSE upon official notice of issuance. (g) The Form S-4 shall have become effective under the Securities Act, Act and shall not be the subject of any stop order or any Action by the SEC proceedings seeking a stop order. (h) Each of the letters from independent accountants, and shall remain in effect; (i) the waiting period (and any extension written confirmations thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, Sections 5.9 and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter 5.10 shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after received at the date of this Agreement, times and no applicable Law shall have been enacted or promulgated after in the date of this Agreement, form described in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementsuch Sections.

Conditions to All Parties’ Obligations. The respective obligations of Parent and the Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) The Plan and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the shareholders of the Company and Parent in accordance with their respective articles of incorporation and applicable law. (b) Parent, the Company Stockholder Approval and each of their respective subsidiaries shall have procured, if required in the opinion of counsel for Parent, the approvals, consents or waivers with respect to the Plan and the transactions contemplated hereby by (i) the appropriate State Regulators, and (ii) the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Parent, are necessary or appropriate for the consummation of the transactions contemplated by the Plan; provided, however, that no approval, consent or waiver referred to in this Section 6.1(b) shall be deemed to have been attained;received if it shall include any condition or requirement that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Parent, (ii) imposes any requirement upon Parent, the Company or their respective subsidiaries to (x) dispose of any asset which is material to Parent or the Company, (y) materially restrict or curtail the current business operations or activities of Parent or the Company or (z) raise an amount of capital, the issuance and sale of which, in the absence of the Merger and the other transactions contemplated by this Plan, would in Parent's judgment be materially burdensome in light of Parent's capital raising policies or (iii) would reduce the benefits of the transactions contemplated by the Plan to Parent in so significant a manner that Parent, in its judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) the Registration Statement The S-4 shall have become effective under the Securities Act, Act and shall not be the subject of any no stop order suspending the effectiveness of the S-4 shall have been issued and no proceedings for that purpose shall have been initiated or any Action threatened by the SEC seeking a stop order, and shall remain in effect;SEC. (id) Parent and the waiting period (and any extension thereofCompany shall each have received a letter from their respective independent accountants addressed to Parent or the Company, including under any agreement between a party and a Governmental Body agreeing not as the case may be, to consummate the effect that the Merger prior will qualify for "pooling of interests" accounting treatment. (e) All other requirements prescribed by law which are necessary to a certain date entered into in compliance with this Agreement) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter Plan shall have been obtained or deemed to have been obtained;satisfied. (ef) no Governmental Body No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction shall have issued which enjoins or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting prohibits the consummation of the Merger or the any other transactions transaction contemplated by this Agreement; andPlan, and no litigation or proceeding shall be pending against Parent or the Company or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (fg) Parent No statute, rule, regulation, order, injunction or decree shall have submitted to the Stock Exchangebeen enacted, in accordance with the requirements entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as or any other transaction contemplated by this AgreementPlan.

Conditions to All Parties’ Obligations. The Notwithstanding any other provision of this Agreement to the contrary, the obligations of Parent and each of the Company parties to this Agreement to consummate the transactions contemplated by this Agreement are subject to described herein shall be conditioned upon the satisfaction (or waiver in writing by Parent and of each of the Company), at following conditions precedent on or prior to the Closing, of the following conditionsClosing Date: (a) the Parent Stockholder Approval by Regulatory Authorities; Disadvantageous Conditions. (i) The Merger and other transactions described in this Agreement shall have been attained;approved, to the extent required by law, by the Virginia Commissioner and the FRB, and by all other Regulatory Authorities having jurisdiction over such transactions; (ii) no Regulatory Authority shall have objected to or withdrawn its approval of such transactions or imposed any condition on such transactions or its approval thereof, which condition is reasonably deemed by MFC to so adversely impact the economic or business benefits of this Agreement to MFC and MountainBank as to substantially reduce the financial value of the Merger to MFC and MountainBank considered as one entity and render it inadvisable for it to consummate the Merger; (iii) the 15-day or 30-day waiting period, as applicable, required following necessary approvals by the FRB for review of the transactions described herein by the United States Department of Justice shall have expired, and, in connection with any such review, no objection to the Merger shall have been raised; and (iv) all other consents, approvals and permissions, and the satisfaction of all of the requirements prescribed by law or regulation, necessary to the carrying out of the transactions contemplated herein shall have been procured. EXHIBIT 2.1 (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities ActAdverse Proceedings, and Injunction, Etc. There shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereoforder, including under decree or injunction of any agreement between a party and a Governmental Body agreeing not to consummate court or agency of competent jurisdiction which enjoins or prohibits the Merger prior to a certain date entered into or any of the other transactions described in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under or either of the HSR Act shall have expired or been terminatedparties hereto from consummating any such transaction, (ii) any mandatory waiting period pending or required clearancethreatened investigation of the Merger or any of such other transactions by the United States Department of Justice, approval or consent applicable any actual or threatened litigation under federal antitrust laws relating to the transactions contemplated by this Agreement under Merger or any other applicable competition or antitrust Law or regulation shall have expired or been obtainedsuch transaction, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearanceany suit, approval action or consent with respect proceeding by any person (including any Regulatory Authority), pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit Cardinal or MFC from consummating the transactions contemplated by this Agreement specified on Section 7.01(d) Merger or carrying out any of the Company Disclosure Letter shall have been obtained terms or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date provisions of this Agreement, or (iv) any other suit, claim, action or proceeding pending or threatened against Cardinal or MFC or any of their respective officers or directors which shall reasonably be considered by Cardinal or MFC to be materially burdensome in relation to the proposed Merger, or which Cardinal or MFC reasonably believes would have a Cardinal Material Effect or a MFC Material Effect , and no applicable Law shall have which has not been enacted dismissed, terminated or promulgated after resolved to the date satisfaction of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation all parties hereto within 90 days of the Merger institution or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this Agreementthreat thereof.

Conditions to All Parties’ Obligations. The respective obligations of Parent the Acquiror, Merger Sub and TW Holdings to effect the Company to consummate the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) This Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the requisite vote of the shareholders of TW Holding, by the Acquiror as the sole shareholder of Merger Sub and by the board of directors of Merger Sub, all in accordance with applicable law. (b) All necessary regulatory approvals, consents and waivers with respect to this Agreement and the Company Stockholder Approval transactions contemplated hereby shall have been attained;received and all applicable statutory waiting periods shall have expired; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that, individually or in the aggregate, would materially and adversely impact the economic and business benefits of the transactions contemplated hereby to the Acquiror so as to render it inadvisable in the judgment of the Acquiror to proceed with the transactions contemplated hereby. (c) All other requirements prescribed by law which are necessary to the Registration Statement shall have become effective under the Securities Act, and shall not be the subject consummation of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained;satisfied. (ed) no Governmental Body No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction shall have issued which enjoins or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting prohibits the consummation of the Merger or the any other transactions transaction contemplated by this Agreement; and, and no litigation or proceeding shall be pending against the Acquiror or the TW Entities or any of their subsidiaries brought by any (fe) Parent No statute, rule, regulation, order, injunction or decree shall have submitted to the Stock Exchangebeen enacted, in accordance with the requirements entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, or makes illegal consummation of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as or any other transaction contemplated by this Agreement.

Conditions to All Parties’ Obligations. The respective obligations of Parent Monarch and the Company to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) The Plan, the Parent Stockholder Approval Merger, the Bank Merger and the other transactions contemplated hereby shall have been attained;approved by the requisite vote of the respective shareholders of the Company, Company Bank, Monarch and Monarch Bank. (b) Monarch and the Company Stockholder Approval shall have procured the approvals, consents or waivers with respect to the Plan, the Merger, the Bank Merger and the other transactions contemplated hereby by the Federal Reserve Board, and all applicable statutory waiting periods shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that, in the opinion of counsel for Monarch and the Company, are necessary or appropriate for the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby; provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been attained;received if it shall include any condition or requirement (other than conditions or requirements that have been imposed on Monarch in connection with previous acquisitions announced since 1995) that, individually or in the aggregate, (i) would result in a Material Adverse Effect on Monarch or the Company or (ii) would reduce the economic and business benefits of the transactions contemplated by the Plan to Monarch or the Company in so significant and adverse a manner that the party or parties so affected, in its or their judgment, would not have entered into this Plan had such condition or requirement been known at the date hereof. (c) All other requirements prescribed by law which are necessary to the Registration Statement shall have become effective under consummation of the Securities Act, Merger and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (Bank Merger and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not transactions necessary to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to and the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter Bank Merger shall have been obtained or deemed to have been obtained;satisfied. (ed) no Governmental Body No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction shall have issued which enjoins or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting prohibits the consummation of the Merger or the Bank Merger or any transaction necessary to consummate the Merger or the Bank Merger, and no litigation or proceeding shall be pending against Monarch or the Company or any of their Subsidiaries brought by any governmental agency seeking to prevent consummation of the Merger or the Bank Merger or any transaction necessary to consummate the Merger or the Bank Merger. (e) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated, interpreted, applied or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger, the Bank Merger or any other transactions transaction contemplated by this Agreement; andPlan. (f) Parent The Registration Statement shall have submitted become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (g) Monarch shall have received an opinion of Sullivan & Cromwe▇▇ ▇▇▇ ▇he ▇▇▇▇▇▇▇ shall have received an opinion of Company Counsel, no later than thirty (30) days from the date hereof, and confirmed immediately prior to the Stock ExchangeEffective Time, substantially to the effect that the Merger will be a reorganization within the meaning of Section 368(a) of the Code, and that Monarch and the Company will each be a party to that reorganization. Each such opinion may be based on, in accordance addition to the review of such matters of law and fact as counsel rendering the opinion considers appropriate, (i) representations made at counsel's request by Monarch, the Company, shareholders of Monarch or the Company, or any combination of such persons, (ii) Certificates provided at counsel's request by officers of Monarch or of the Company and other appropriate persons and (iii) assumptions set forth in the opinion with the requirements consent of Monarch (in the case of the Stock Exchange, a notification opinion to be delivered by Sullivan & Cromwe▇▇) ▇▇ ▇ith ▇▇▇ ▇▇▇sent of the Parent Shares Company (in the case of the opinion to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated delivered by this AgreementCompany Counsel).

Conditions to All Parties’ Obligations. The obligations of Parent each of the Company, the Representative (on behalf of the Stockholders and Optionholders), the Purchaser and the Company Merger Sub to consummate the transactions contemplated by this Agreement are is subject to the satisfaction (or waiver in writing by Parent and waiver) of the Company), at or following conditions as of immediately prior to the Closing, of the following conditionsEffective Time: (a) the Parent Stockholder Approval shall have been attained; (b) the Company Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) all consents, approvals, registrations or authorizations required from; and/or (ii) all applications, registrations or filings or the waiting period (and any extension thereof) for review of such applications, including under registrations or filings required to made with, any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) respect of or applicable to the Required Governmental Consents must have been obtained, received, made or submitted or the applicable waiting period (and any extension thereof) must have expired or been terminated; (b) there must not be in effect any injunction, order, judgment, decision, determination, decree or ruling issued, promulgated, enacted or enforced by any Governmental Body enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and there must not be any pending action or proceeding before any Governmental Body wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable cause such transactions to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreementbe rescinded; and (fc) Parent shall this Agreement must not have submitted to the Stock Exchange, been terminated in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementSection 8.01.

Conditions to All Parties’ Obligations. The obligations of Parent CBLI and the Company CYTO to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior (to the Closing, extent permitted by applicable Law) by CBLI and CYTO of the following conditions: (a) the Parent The CBLI Stockholder Approval shall have been attainedobtained; (b) The CYTO Stockholder Written Consent evidencing the Company Required CYTO Stockholder Approval shall have been attainedbe in full force and effect; (c) The Merger Sub Stockholder Written Consent evidencing the approval of the Contemplated Transactions and the adoption of the Merger Agreement shall be in full force and effect; (d) The Registration Statement shall have become effective under the Securities Act, and shall not be the subject of any no stop order or any Action suspending the effectiveness of the Registration Statement shall have been issued by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause would not have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or deemed to have been obtained; (e) There shall be no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of this Agreement, and no applicable Law shall have been Agreement by any Governmental Body of competent jurisdiction or Laws enacted or promulgated after the date of this Agreement, in each case, that is then Agreement shall be in effect and has the effect of enjoining, restraining, enjoining, making illegal preventing or otherwise prohibiting the consummation of the Merger Contemplated Transactions or making consummation of the other transactions contemplated by this AgreementContemplated Transactions illegal; and (f) Parent The CYTO Merger Shares issuable to the CYTO Stockholders pursuant to this Agreement shall have submitted been approved for listing on NASDAQ, subject to official notice of issuance, and the Stock Exchange, in accordance with the requirements application for initial listing of the CBLI Common Stock Exchange, a notification required under Rule 5110(a) of the Parent Shares to be issued in connection with the Merger NASDAQ Listed Company Rules (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUsor any successor rule thereto) as contemplated by this Agreementshall have been approved.

Conditions to All Parties’ Obligations. The respective obligations of Parent Wavetek, WG and each WG Stockholder to effect the Company to consummate the transactions Exchange or any other transaction contemplated by this Agreement are shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) the Parent Stockholder Approval Wavetek shall have been attained; (b) procured the Company Stockholder Approval required approval, consent, waiver or other administrative action pursuant to the Wavetek Credit Agreement; WG shall have been attained; (c) procured the Registration Statement required approval, consent, waiver or other administrative action required pursuant to the WG Credit Agreement; Wavetek, WG and each WG Stockholder shall have become effective under procured the Securities Actrequired approval, consent, waiver or other administrative action with respect to the Agreement and the transactions contemplated hereby pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and all applicable statutory waiting periods shall not be have expired or have been terminated; and Wavetek, WG and each WG Stockholder shall have procured all other regulatory approvals, consents, waivers or administrative actions of governmental authorities or other persons that are necessary to the subject consummation of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (i) the waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired Agreement; PROVIDED, HOWEVER, that no approval, consent, waiver or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent administrative action referred to in this clause would not have a material adverse effect on the parties, and (iiiSection 5.1(a) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or be deemed to have been obtained; received if it shall include any condition or requirement that would (ei) no Governmental Body of competent jurisdiction shall have issued result in a Material Adverse Effect on Wavetek or entered any Order WG (whether temporary, preliminary or permanent) after on a combined basis giving effect to the date of this Agreement, Exchange and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and) or (ii) so materially and adversely affect the economic or business benefits of the Exchange that Wavetek or WG would not have entered into this Agreement had such conditions or requirements been known at the date hereof. (fb) Parent All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have submitted been satisfied. (c) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the Stock Exchange, in accordance with the requirements consummation of the Stock ExchangeExchange or any other transaction contemplated by this Agreement. No litigation or proceeding shall be pending against the WG Stockholders, a notification the Wavetek Stockholders, Wavetek or WG or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the Parent Shares to be issued in connection with transactions contemplated hereby. (d) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as Exchange or any other transaction contemplated by this Agreement. (e) The Certificate of Incorporation and Bylaws of Wavetek shall have been amended as contemplated by the Stockholders Agreement. (f) The Initial Public Offering shall occur at the Effective Time. (g) WG shall have received the opinion described in Section 4.11 hereto.

Conditions to All Parties’ Obligations. The obligations of Parent Orthofix and the Company SeaSpine to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver in writing by Parent Orthofix and the CompanySeaSpine), at or prior to the Closing, of the following conditions: (a) the Parent Orthofix Stockholder Approval shall have been attained; (b) the Company SeaSpine Stockholder Approval shall have been attained; (c) the Registration Statement shall have become effective under the Securities ActAct and shall remain in effect, and shall not be the subject of any stop order or any Action by the SEC seeking a stop order, and shall remain in effect; (d) (i) the any waiting period (and any extension thereof, including under any agreement between a party and a Governmental Body agreeing not to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation Antitrust Laws shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent referred to in this clause (ii) would not reasonably be expected to delay or prevent the consummation of the Merger or have a material adverse effect on the parties, and (iii) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) expected benefits of the Company Disclosure Letter shall have been obtained or deemed Merger to have been obtained;SeaSpine and Orthofix, taken as a whole; and (e) no Governmental Body of competent jurisdiction shall have issued or entered any Order (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that (whether temporary or permanent) is then in effect and has the effect of restraining, enjoining, making illegal enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; and (f) Parent shall have submitted to the Stock Exchange, in accordance with the requirements of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as contemplated by this AgreementMerger.

Conditions to All Parties’ Obligations. The respective obligations of Parent FSB, the Company and the Company Bank to consummate effect the transactions contemplated by this Agreement are Merger shall be subject to the satisfaction (or waiver in writing by Parent and the Company), at or prior to the Closing, Effective Time of the following conditions: (a) This Agreement and the Parent Stockholder Approval transactions contemplated hereby shall have been attained;approved by the affirmative vote of the holders of two-thirds of the outstanding Bank Common Stock. (b) the Company Stockholder Approval Interim shall have been attained;duly organized. (c) FSB, the Registration Statement Company, Interim and the Bank shall have become effective under procured from the Securities Act, OTS and shall not be the subject of any stop order or any Action FDIC (to the extent required by the SEC seeking a stop order, and shall remain in effect; (ilaw) the required approvals, consents or waivers with respect to the Agreement and the transactions contemplated hereby and all applicable statutory waiting period (periods shall have expired; and any extension thereofFSB, including under any agreement between a party the Company, Interim and a Governmental Body agreeing not the Bank shall have procured all other regulatory approvals, consents or waivers of Government Regulators or other persons that are necessary to consummate the Merger prior to a certain date entered into in compliance with this Agreement) applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired Agreement; PROVIDED, HOWEVER, that no approval, consent or been terminated, (ii) any mandatory waiting period or required clearance, approval or consent applicable to the transactions contemplated by this Agreement under any other applicable competition or antitrust Law or regulation shall have expired or been obtained, except where the failure to observe such waiting period or obtain a clearance, approval or consent waiver referred to in this clause would not have a material adverse effect on the parties, and (iiiSection 5.1(c) each other clearance, approval or consent with respect to the transactions contemplated by this Agreement specified on Section 7.01(d) of the Company Disclosure Letter shall have been obtained or be deemed to have been obtained; received if it shall include any condition or requirement that, individually or in the aggregate, would (ei) no Governmental Body of competent jurisdiction shall have issued result in a Material Adverse Effect on FSB, the Company or entered any Order the Surviving Bank (whether temporary, preliminary or permanent) after the date of this Agreement, and no applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in on a combined basis giving effect and has the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of to the Merger or and the other transactions contemplated by this Agreement; and) or (ii) would materially reduce the benefits of the transactions contemplated by the Agreement to FSB, the Company or the Surviving Bank in a manner that FSB or the Company, in their good faith reasonable judgment, would not have entered into this Agreement had such condition or requirement been known at the date hereof. (d) All other requirements prescribed by law which are necessary to the consummation of the transactions contemplated by this Agreement shall have been satisfied. (e) No party hereto or any affiliate thereof shall be subject to any order, decree or injunction of a court or Government Regulator of competent jurisdiction which enjoins or prohibits the consummation of the Merger or any other transaction contemplated by this Agreement, and no litigation or proceeding shall be pending against FSB, the Company or the Bank or any of their affiliates brought by any Government Regulator seeking to prevent consummation of the transactions contemplated hereby. (f) Parent No statute, rule, regulation, order, injunction or decree shall have submitted to the Stock Exchangebeen enacted, in accordance with the requirements entered, promulgated or enforced by any Government Regulator which prohibits, restricts or makes illegal consummation of the Stock Exchange, a notification of the Parent Shares to be issued in connection with the Merger (including Parent Shares to be reserved upon exercise of Rollover Options and the settlement of Rollover RSUs and Settled RSUs) as or any other transaction contemplated by this Agreement.