Common use of Conditions to Each Party’s Obligation to Effect the Merger Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been executed; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party the Company, on the one hand, and Parent and Merger Sub, on the other hand, to effect consummate the Merger shall be are subject to the fulfillment at satisfaction (or prior to waiver by the Closing Date Company, Parent and continued fulfillment as of the Consummation Date Merger Sub, if permissible under applicable Law) of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Stockholder Approval shall have been executedobtained, if and to the extent required under applicable Law; provided that Parent and Merger Sub shall, and shall cause any other Parent Company to, vote all Shares held by them in favor of the adoption of this Agreement; (b) No Governmental Entity having jurisdiction over the Registration Statement Company, Parent or Merger Sub shall have become effective issued an order, decree or ruling or taken any other action which is then in accordance with effect which has the provisions effect of enjoining or otherwise prohibiting or preventing consummation of the Securities ActMerger substantially on the terms contemplated by this Agreement; provided, however, that, subject to the rights and no stop order suspending such effectiveness obligations of the parties set forth in the last two sentences of Section 6.9(a), the parties hereto shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by used reasonable best efforts to cause any such order, decree, ruling or action to be vacated or lifted or to ameliorate the SEC or any state regulatory authoritieseffects thereof; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation No applicable Law shall have been enacted, by any state entered, enforced, issued or federal government put in effect that prohibits or governmental agency in the United States which would prevent makes illegal the consummation of the Merger or make the consummation of the Merger illegalMerger; and (ed) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby Sub shall have been obtained accepted for payment all Shares validly tendered and be in effectnot withdrawn pursuant to the Offer.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Shareholder Approval shall have been executedobtained; (b) Any waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of the Merger or the Transactions, which action shall have not been withdrawn or terminated; (c) The shares of Parent Common Stock issuable pursuant to and in accordance with this Agreement shall have been approved for listing on Nasdaq, subject to issuance, and the Registration Statement related to such shares shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding proceedings for that purpose shall have been instituted initiated or threatened by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect;SEC; and (d) no No Law, injunction, judgment, order, decree, ruling or other action shall have been taken, and no statute, rule or regulation shall have been enacted, promulgated, issued, entered, amended, taken or enforced by any state Governmental Entity (a “Restraint”) shall be in effect enjoining, restraining, preventing or federal government or governmental agency in the United States which would prevent the prohibiting consummation of the Merger or make making the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be are subject to the fulfillment at satisfaction or waiver, where permissible, prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting This Agreement related to the IPO shall have been executedadopted by the affirmative vote of the stockholders of the Company at the Special Meeting by the requisite vote in accordance with applicable law; (b) Any applicable waiting period (including any extension thereof) under the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or HSR Act relating to the Merger shall have expired or been issued terminated and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation other approvals of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals Governmental Entities required for the consummation of the Merger and to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated; (c) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity that prohibits the consummation of the Merger or, with respect to Parent, would limit ownership or operation of any material portion of the business or assets of the Company by Parent or the Surviving Corporation; (d) There shall be no order or injunction of a United States Federal or state court of competent jurisdiction in effecteffect precluding consummation of the Merger; and (e) No written notice shall have been received (and not effectively rescinded) from any Governmental Entity indicating an intent to restrain, prevent, materially delay or restructure the Merger.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver by mutual agreement of the parties at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Requisite Vote shall have been executed;obtained. (bi) The waiting period (and any extension thereof) applicable to the Registration Statement consummation of the Merger shall have become effective expired or been terminated under the HSR Act and (ii) any mandatory waiting period or required consent under any applicable state or foreign competition or antitrust law or regulation shall have expired or been obtained except where the failure to observe such waiting period or obtain a consent referred to in accordance with this clause (ii) would not reasonably be expected to delay or prevent the provisions consummation of the Securities Act, and no stop order suspending such effectiveness shall Merger or have been issued and remain in a material adverse effect and no proceeding for that purpose shall have been instituted on the expected benefits of the transactions contemplated by the SEC or any state regulatory authorities;this Agreement to Parent. (c) no preliminary or permanent injunction or other None of the parties hereto shall be subject to any decree, order or decree by any federal injunction of a court of competent jurisdiction, U.S. or state court foreign, which prevents prohibits the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been takenMerger, and no statute, rule or regulation shall have been enacted, enacted by any state Governmental Authority which prohibits or federal government or governmental agency in the United States which would prevent makes unlawful the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effectMerger.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Closing Date and continued fulfillment as of the Consummation Date each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by applicable Law): (a) the Underwriting (i) This Agreement related to the IPO shall have been executedadopted by the Required Company Vote in accordance with the NRS and (ii) the Parent Proposal shall have been approved by the Parent Required Vote; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities ActNo statute, and no stop order suspending such effectiveness rule, order, decree or regulation shall have been issued enacted or promulgated, and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state Governmental Entity of competent jurisdiction which temporarily, preliminarily or federal government permanently restrains, precludes, enjoins or governmental agency in the United States which would prevent otherwise prohibits the consummation of the Merger or make makes consummation of the Merger illegal; (c) The waiting period (and any extension thereof) applicable to the consummation of the Merger illegalunder the HSR Act shall have expired or been terminated; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) all material governmental and third party waivers, consents, orders and approvals required for The Parent Common Stock issuable to the consummation stockholders of the Company pursuant to the Merger and the transactions contemplated hereby shall have been obtained and be in effectauthorized for listing on the NYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related to the IPO Seasons shall have been executed;obtained the Required Seasons Vote in connection with the adoption of this Agreement. (b) All regulatory approvals required to consummate the Registration Statement shall have become effective in accordance with transactions contemplated hereby (including the provisions approval of the Securities Act, Merger and no stop order suspending such effectiveness the Second Merger by the FRB under BHCA; the approval of the National Bank Merger by the OCC and FDIC and by the GDBF under the Financial Institutions Code of Georgia) shall have been issued obtained and shall remain in full force and effect and no proceeding for that purpose all statutory waiting periods in respect thereof shall have expired or been instituted by terminated (all such approvals and the SEC expiration or any state regulatory authorities;termination of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”). (c) no preliminary or permanent No order, injunction or other order or decree issued by any federal court or state court which prevents the consummation agency of the IPO competent jurisdiction or the Merger shall have been issued and remain in effect; other legal restraint or prohibition (dan “Injunction”) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent preventing the consummation of the Merger or make any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits or makes illegal the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effectMerger.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver by all parties, to the extent permitted by applicable Law) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Stockholder Approval shall have been executed;obtained. (b) the Registration Statement The Form S-4 shall have become been declared effective in accordance with by the provisions of SEC under the Securities Act, Act and no stop order suspending such the effectiveness of the Form S-4 shall have been issued and remain in effect by the SEC and no proceeding proceedings for that purpose shall have been instituted initiated or threatened by the SEC or any state regulatory authorities;SEC. (c) no preliminary No Order or permanent injunction or any other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger Law shall have been issued and remain in effect; (d) no action shall have been takenadopted, and no statuteissued, rule or regulation shall have been enacted, promulgated, enforced or entered by any state Governmental Entity that remains in effect and which has the effect of restraining, enjoining or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for otherwise prohibiting the consummation of the Merger and the other transactions contemplated hereby hereby. (d) No Action shall be pending or threatened by or before any court or Governmental Entity which seeks to restrain, enjoin or otherwise prohibit the consummation of the Merger and the other transactions contemplated hereby. (e) Other than filing the Certificate of Merger in accordance with the DGCL, all authorizations, consents and approvals of all Governmental Entities required to be obtained prior to consummation of the Merger shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained and be individually or in effectthe aggregate would not have or result in, a Company Material Adverse Effect or a Parent Material Adverse Effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment satisfaction at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable law: (a) the Underwriting Agreement related to the IPO No action or proceeding shall have been executed;instituted before a court or other governmental body or by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement or the consummation of the Merger; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger. (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, All consents, orders approvals and approvals required for the consummation of the Merger waivers from third parties, including federal, state, local, foreign and other governmental authorities, necessary to consummate the transactions contemplated hereby shall have been obtained, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent authorization, order, approval, filing or registration would not have a Material Adverse Effect on the business of Parent and be in effectthe Company, taken as a whole, following the Effective Time. (c) The waiting period, including any extension thereof, under the HSR Act applicable to the Merger shall have expired or been terminated.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment at satisfaction on or prior to the Closing Date and continued fulfillment as of the Consummation Date each of the following conditions:conditions (any or all of which may be waived by the parties hereto in writing, in whole or in part, to the extent permitted by Applicable Law): (a) This Agreement and the Underwriting Agreement related to the IPO Merger shall have been executedadopted and approved by the Required Vote; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities ActNo statute, and no stop order suspending such effectiveness rule, order, decree or regulation shall have been issued enacted or promulgated, and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state Governmental Entity of competent jurisdiction which temporarily, preliminarily or federal government permanently restrains, precludes, enjoins or governmental agency in the United States which would prevent otherwise prohibits the consummation of the Merger or make the consummation of makes the Merger illegal; and (ec) Other than filing the Articles of Merger in accordance with the TBCA, all material governmental and third party waiversauthorizations, consents, orders consents and approvals of all Governmental Entities required for the to be obtained prior to consummation of the Merger and the transactions contemplated hereby shall have been obtained, except for such authorizations, consents, and approvals the failure of which to be obtained individually or in the aggregate has not had, and would not be in effectreasonably likely to have or result in, a Material Adverse Effect on any party to this Agreement.

Conditions to Each Party’s Obligation to Effect the Merger. The Unless waived by the parties, the respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) this Agreement and the Underwriting Agreement related to the IPO transactions contemplated hereby shall have been executedapproved and adopted by the requisite vote of the stockholders of the Company under applicable law and applicable listing requirements; (b) the shares of Parent Common Stock issuable in the Merger shall have been authorized for listing on Nasdaq upon official notice of issuance; (c) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (ce) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (df) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect.;

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) this Agreement and the Underwriting Agreement related to the IPO transactions contemplated hereby shall have been executedapproved and adopted by the requisite vote of the Company Common Stockholders under applicable law; (b) the Registration Statement shall have become effective in accordance Agreement with the provisions of the Securities ActWCP, WCPC and no stop order suspending such effectiveness WCL shall have been issued executed and remain be in effect full force and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authoritieseffect; (c) no laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or decree by any federal other Governmental Entity of competent jurisdiction shall be in effect, having the effect of making the Merger illegal or state court which prevents the otherwise prohibiting consummation of the IPO or Merger; provided, however, that the Merger provisions of this Section 7.1(c) shall not be available to any party whose failure to fulfill its obligations pursuant to Section 6.5 shall have been issued and remain in effectthe cause of, or shall have resulted in, such order or injunction; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or all governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect.effect on the Closing Date, other than those, the failure of which to be obtained would not have, individually or in the aggregate, a Material Adverse Effect on Parent;

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment satisfaction (or waiver, if permissible under applicable Law) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related to the IPO E Com Shareholder Approval shall have been executedobtained; (b) Any waiting period applicable to the Registration Statement consummation of the Merger under the HSR Act shall have become effective in accordance with the provisions of the Securities Actexpired or been terminated, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose action shall have been instituted by the SEC Department of Justice or any state regulatory authorities; (c) no preliminary Federal Trade Commission challenging or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent seeking to enjoin the consummation of the Merger or make the Transactions, which action shall have not been withdrawn or terminated; (c) E Com shall have received confirmation that the any listing application referred to in Section 5.12 shall be effective as of the Effective Time; (d) Asset based loans and term debt facilities in amounts and on terms substantially similar to those contemplated in the Commitment Letter shall have been obtained by Acquisition Sub and/or E Com and funds shall have been advanced and/or be available thereunder; (e) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Merger or making the consummation of the Merger illegal; and; (ef) all material governmental The Affiliate Consignment and third party waivers, consents, orders and approvals required for the consummation issuance of the Merger and the transactions contemplated hereby Affiliate Debt shall have been obtained and be in effecteffected on or prior to the Closing.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related waiting periods under the HSR Act applicable to the IPO consummation of the Merger and/or, to the extent applicable, to the consummation of the transactions contemplated by the Purchase and Sale Agreement shall have been executedexpired without a request for further information by the relevant federal authorities under such Act, or in the event of such a request for further information, the expiration of all applicable time limitations under the Act shall have occurred without the objection of such federal authorities; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (dc) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (ed) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby hereby, and all material consents from lenders or other third parties required to consummate the Merger, shall have been obtained and be in effecteffect at the Effective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The Unless waived by the parties (provided that disclosure in the Disclosure Schedules shall not be deemed to be a waiver by any party), the respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) This Agreement and the Underwriting Agreement related to the IPO transactions contemplated hereby, as appropriate, shall have been executedapproved and adopted by the requisite vote of the NDI Shareholders under applicable law; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted); (dc) no No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (ed) all All material governmental and third party waivers, consents, orders and approvals approvals, domestic or foreign, legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effecteffect at the Effective Time.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be is subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditionsconditions that: (a) the Underwriting This Agreement related to the IPO shall have been executed;duly adopted by the requisite vote of holders of Company Shares. (b) The transactions contemplated hereby, including the Registration Statement shall have become effective in accordance with the provisions amendment of the Securities ActParent's Amended and Restated Certificate of Incorporation, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted duly approved by the SEC or any state regulatory authorities;requisite vote of holders of Parent Shares. (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no No statute, rule rule, regulation, executive order, writ, decree, ruling or regulation injunction shall have been enacted, entered, promulgated or enforced by any state court or federal government other tribunal or governmental agency in the United States body or authority which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for prohibits the consummation of the Merger and the transactions contemplated hereby no litigation or proceeding shall have been obtained and be commenced by a Governmental Entity which would prohibit such consummation. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (d) Any applicable waiting period under the HSR Act shall have expired or been terminated, any filing with, or permit, authorization, consent or approval of any Governmental Entity or any third party shall have been made or obtained, except where the failure to obtain such other approvals would not, in effectthe aggregate, have a Material Adverse Effect on the Company or Parent, as the case may be.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party Party to effect the Merger shall be subject to the fulfillment or waiver by each of the Parties to this Agreement (subject to Applicable Laws) at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related Any waiting period applicable to the IPO consummation of the Merger under the HSR Act shall have expired or been executedterminated; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness The BE&K Stockholder Approval shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authoritiesobtained; (c) no preliminary Other than the filings provided for by Section 1.2, all authorizations, consents, orders or permanent approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Agency the failure of which to file, obtain or occur is reasonably likely to have a BE&K Material Adverse Effect or a KBR Material Adverse Effect shall have been filed, been obtained or occurred; (d) No Governmental Agency or federal, state or foreign court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decree, judgment, ruling, injunction or other order or decree by any federal statute, rule, regulation that is in effect and that has the effect of making the Merger illegal or state court which prevents the otherwise prohibiting consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegalMerger; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby The Escrow Agent shall have been obtained and be in effectdelivered the Escrow Agreement, duly executed by the Escrow Agent.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations obligation of each party to effect the Merger shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Stockholder Approval shall have been executed;obtained. (b) the Registration Statement shall have become effective in accordance with the provisions No Order issued by Governmental Entity of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction competent jurisdiction or other order legal restraint or decree by any federal or state court which prevents prohibition preventing the consummation of the IPO or the Merger shall have been issued and remain then be in effect; (d) no action shall have been taken, and no statute, rule or regulation . No Law shall have been enacted, entered, promulgated or enforced by any state Governmental Entity of competent jurisdiction and then be in effect which prohibits or federal government or governmental agency in the United States which would prevent makes illegal the consummation of the Merger or make the consummation of the Merger illegal; andMerger. (ec) all material governmental and third party waivers(i) Any applicable waiting period under the HSR Act shall have expired or been earlier terminated, consents, orders and (ii) those regulatory approvals set forth on Schedule 6.1(c)(i) required for the consummation of the Merger and to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated , and (iii) any other Company Approvals required to be obtained for the consummation, as of the Effective Time, of the Merger and the other transactions contemplated by this Agreement, other than any Company Approvals the failure to obtain which would not, individually or in effectthe aggregate, have a Company Material Adverse Effect, shall have been obtained (such approvals the “Requisite Regulatory Approvals”).

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect this Agreement to consummate the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting This Agreement related to the IPO shall have been executed; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued approved and remain in effect;adopted by the holders of two-thirds of the outstanding shares of Company Common Stock as required by the restated certificate of incorporation of the Company and applicable law. (db) no action Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been takenterminated. (c) No order, and no statute, rule rule, regulation, executive order, stay, decree, judgment, or regulation injunction shall have been enacted, entered, issued, promulgated or enforced by any state or federal government court or governmental agency in the United States authority which would prevent prohibits or restricts the consummation of the Merger or make the consummation of the Merger illegal; andany other material transaction contemplated by this Agreement. (ed) all material governmental and All approvals of third party waivers, consents, orders and approvals parties required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and such approvals shall be in effecteffective and shall not have been suspended, revoked or stayed by action of any governmental authority. (e) The Form S-4 shall have been declared effective by the SEC and shall not be subject to a stop order or any threatened stop order.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) This Agreement and the Underwriting Agreement related to the IPO transactions contemplated hereby shall have been executedapproved and adopted by the requisite vote of the shareholders of Company, Parent and Subsidiary under applicable law; (b) Parent Common Stock, issuable in the Registration Statement shall have become effective in accordance with the provisions of the Securities ActMerger, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authoritiesauthorized; (c) no The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order, or decree lifted); (de) no No action shall have been taken, and no statute, rule rule, or regulation shall have been enacted, enacted by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegalMerger; and (ef) all material All governmental and third party waivers, consents, orders orders, and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effectbecome Final Orders. (g) Consummation of the Merger shall satisfy all requirements under Section 355(e) of the Code with respect to shareholders of Parent.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver by all parties, to the extent permissible under applicable Law) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Stockholder Approval shall have been executedobtained; (b) the Registration Statement No Order (whether temporary, preliminary or permanent) by any Governmental Entity of competent jurisdiction shall have become effective been entered and shall continue to be in accordance with effect and no Law shall have been adopted or be effective, in each case that prohibits the provisions consummation of the Merger or any of the transactions contemplated hereby or by the Ancillary Agreements, including the Contribution or the IAC Share Issuance; (c) Any waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated by this Agreement or by the Ancillary Agreements shall have been terminated or shall have expired; (d) The Form S-4 shall have been declared effective by the SEC under the Securities Act, Act and no stop order suspending such the effectiveness of the Form S-4 shall have been issued and remain in effect by the SEC and no proceeding proceedings for that purpose shall have been instituted initiated or threatened by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effect; (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegalSEC; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation The shares of NewCo Class A Common Stock to be issued in the Merger and the transactions contemplated hereby shall have been obtained and be in effectapproved for listing on NASDAQ, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver, if permissible, at or prior to the Closing Date and continued fulfillment as of the Consummation Date Effective Time of the following conditions: (a) the Underwriting Agreement related waiting period applicable to the IPO consummation of the Merger under the HSR Act shall have expired or been executedterminated; (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (dc) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and; (d) the shares of Parent Common Stock issuable in the Merger shall have been authorized for listing on the NYSE upon official notice of issuance; (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation Registration Statement shall have become effective in accordance with the provisions of the Merger Securities Act, any material state blue sky or securities law shall have been (f) this Agreement and the transactions contemplated hereby Merger, shall have been obtained approved and be adopted by the affirmative vote of the stockholders of the Company as required by and in effectaccordance with applicable law.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or written waiver, if permissible under Law, by Parent and the Company) at or prior to the Closing Date and continued fulfillment as of the Consummation Date Closing of the following conditions: (a) the Underwriting Agreement related to the IPO The Company Stockholder Approval shall have been executed;obtained. (b) the Registration Statement shall have become effective in accordance with the provisions of the Securities ActNo injunction, and no stop order, ruling, decree, judgment or similar order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (c) no preliminary or permanent injunction or other order or decree by any federal Governmental Entity of competent jurisdiction which makes illegal or state court which prevents prohibits the consummation of the IPO or the Merger shall have been issued entered and remain shall continue to be in effect; (d) no action shall have been taken, and no statute, rule or regulation Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any state Governmental Entity that, in any case, prohibits or federal government makes illegal or governmental agency in the United States which would prevent otherwise restrains the consummation of the Merger or make Merger. (c) (i) Any applicable waiting period under the consummation of HSR Act (and any extension thereof) relating to the Merger illegal; and shall have expired or been earlier terminated, (eii) all material governmental and third party waivers, consents, orders and approvals required for the consummation of European Commission shall have issued a decision pursuant to the EC Merger and Regulation declaring the transactions contemplated hereby compatible with the common market, (iii) any applicable waiting period or approval required under the Anti-Monopoly Law of the People’s Republic of China shall have expired or been obtained and be in effect(iv) any applicable waiting period or approval required under the Competition Act of South Africa or other jurisdiction listed on Section 6.1(c)(iv) of the Parent Disclosure Letter shall have expired or been obtained.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) the Underwriting Agreement related to Cereus's Stockholders' Approval and the IPO shall have been executedParent Stockholders' Approval; (b) Intentionally omitted; (c) the Registration Statement shall have become been declared effective by the SEC in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (cd) the shares of Parent Common Stock issuable in the Merger and those to be reserved for issuance upon exercise of stock options shall have been authorized for listing on the NASDAQ upon official notice of issuance; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (d) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; and (e) all material governmental and third party waivers, consents, orders and approvals required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect.

Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date and continued fulfillment as of the Consummation Date of the following conditions: (a) This Agreement and the Underwriting Agreement related to the IPO transactions contemplated hereby shall have been executedapproved and adopted by the affirmative vote of USA Dealers' shareholders owning a majority of USA Dealers' Common Stock entitled to vote on the Merger; (b) the Registration Statement USA Dealers shall have become effective in accordance with taken all steps and filed all documents necessary to have effected prior to the provisions Effective Time a reverse stock split of the Securities Act, outstanding USA Dealers Common Stock on an up to eighteen (18) to one (1) basis so that the existing shares equal eight and no stop order suspending such effectiveness shall have been one half percent (8 1/2 %) of the total issued and remain in effect and no proceeding for that purpose shall have been instituted by shares upon the SEC or any state regulatory authoritiesconsummation of the merger; (c) no No preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the IPO or the Merger shall have been issued and remain in effecteffect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (d) no No action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegalMerger; and (e) all material All governmental and third party waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effecteffect at the Effective Time, and all consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby shall have become final orders.