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

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of the following conditions: (a) ▇▇▇▇▇▇ Stockholder Approval shall have been obtained; (b) Any waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect and no proceeding for that purpose shall be pending before the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, to the Mergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) at satisfaction on or prior to the Closing Date of 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) ▇▇▇▇▇▇ Stockholder (i) This Agreement shall have been adopted by the Required Company Vote in accordance with the DGCL and (ii) the Parent Shareholder Approval shall have been obtainedobtained in accordance with applicable French Law; (b) Any No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of either Merger or makes consummation of either Merger illegal; (i) The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated. terminated and (cii) None of all required approvals by the parties hereto European Commission applicable to the Mergers under applicable Competition Laws, including the EC Merger Regulation, shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction have been obtained or any Governmental Order issued by a Governmental Authority that prohibits applicable waiting period thereunder shall have been terminated or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization.shall have expired; (d) Other than filing the Certificates of Merger in accordance with the DGCL and excluding those specified in foregoing paragraph (c), all authorizations, consents, waiting periods and approvals of all Governmental Entities in the Applicable Jurisdictions required to be obtained under applicable Law prior to consummation of the Mergers shall have been obtained or satisfied; (e) The Form S-4 F-4 and Form F-6 shall have become effective been declared effective, and no stop order with respect thereto suspending the effectiveness of the Form F-4 or Form F-6 shall be in effect and no proceeding proceedings for that such purpose shall be pending before or threatened by the SEC.; and the approval (visa) of the “note d’information” by the AMF relating to the Parent Ordinary Shares to be issued at the Merger I Effective Time as part of the transactions contemplated by this Agreement shall have been obtained; and (ef) ▇▇▇▇▇▇ The Parent Depositary Shares (and, if required, the underlying shares of Parent Ordinary Shares) issuable to the stockholders of the Company pursuant to the First Merger and to the holders of the Company Convertible Debt shall have obtained relief (whether by waiverbeen authorized for listing on the NYSE, amendmentsubject to official notice of issuance, consent, termination or otherwise) from and the applicable provisions AMF and the Euronext Paris SA shall have approved the listing of the ▇▇▇▇▇▇ Credit Agreement, Parent Ordinary Shares to be issued at the Mergers and Merger I Effective Time as part of the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of the following conditions: (ai) ▇▇▇▇▇▇ Stockholder Approval The Enron Merger and this Agreement shall have been obtained;approved by the affirmative vote of (A) holders of a majority of the votes entitled to be cast by holders of Enron Common Stock and the Second Preferred Stock voting together as a single class and (B) holders of a majority of the outstanding shares of Enron Common Stock entitled to vote thereon; and (bii) This Agreement shall have been approved by the affirmative vote of the holders of at least two-thirds of the shares of Dynegy Class A Common Stock and Dynegy Class B Common Stock (voting together) entitled to vote thereon. (i) Any waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated, (ii) approval of the FERC with respect to the Mergers under Section 203 of the Federal Power Act shall have been granted, (iii) the SEC shall have taken all necessary action under Section 9(a)(2) of the 1935 Act and there shall not have been received a written notice from the SEC (that has not been subsequently withdrawn or negated) of a challenge to Newco's, Chevron's or ChevronTexaco's reliance on the good-faith exemption provided by Section 3(c) of the 1935 Act in connection with the Mergers, (iv) there shall not be pending or threatened in writing any claim, proceeding or action by an agency of the government of the United States, of the United Kingdom or of the European Union seeking to restrain, prohibit or rescind any transactions contemplated by this Agreement as an actual or threatened violation of the HSR Act, Non-U.S. Antitrust Laws or other antitrust, competition or premerger notification, trade regulation law, regulation or order, as applicable, or seeking to penalize a party for completing any such transaction which in any of such cases is, in the reasonable judgment of either Enron or Dynegy, reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, (v) in the event of any review by the U.K. Office of Fair Trading or, if applicable, the U.K. Secretary of State for Trade and Industry, indications reasonably satisfactory to each of Enron and Dynegy that the Mergers will not be referred to the Competition Commission shall have been received or, if the Mergers are referred to the Competition Commission, indications reasonably satisfactory to each of Enron and Dynegy that the Mergers can proceed, (vi) any mandatory waiting period under any applicable Non-U.S. Antitrust Laws (where the failure to observe such waiting period referred to in this clause (vi) would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time) shall have expired or been terminated, (vii) the Enron Regulatory Approvals and the Dynegy Regulatory Approvals shall have been obtained, and no such Enron Regulatory Approval or Dynegy Regulatory Approval shall impose or contain terms or conditions that would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, (viii) all consents, approvals, permits and authorizations referred to in Section 7.5(a)(iii) shall have been obtained (where the failure to obtain such consents, approvals, permits or authorizations would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time), and no consent, approval, permit or authorization shall impose or contain terms or conditions that would, in the reasonable judgment of either Dynegy or Enron, be reasonably likely to have a Material Adverse Effect on Newco after the Effective Time, and (ix) there shall not have been a final or preliminary administrative order denying approval of or prohibiting the Mergers issued by a governmental authority with jurisdiction to enforce applicable Non-U.S. Antitrust Laws, which order is in the reasonable judgment of either Enron or Dynegy reasonably likely to have a Material Adverse Effect on Newco after the Effective Time. (c) None of the parties hereto shall be subject to any decree, order or injunction that prohibits the consummation of the Mergers issued by a U.S. court of competent jurisdiction of (i) the United States or any Governmental Order issued state or other jurisdiction in the United States, (ii) the European Union or any member state thereof or Canada (the "Specified Jurisdictions") or (iii) any other jurisdiction (the "Other Non-U.S. Jurisdictions"); provided, however, that, prior to invoking this condition, each party shall have complied with Section 7.5, and with respect to other matters not covered by a Governmental Authority that Section 7.5, shall have used its commercially reasonable best efforts to have any such decree, order or injunction lifted or vacated; and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or enjoins makes unlawful the consummation of the Mergers; provided, further, that, with respect to any decree, order, injunction, statute, rule or regulation of any Other Non-U.S. Jurisdiction, noncompliance with such decree, order, injunction, statute, rule or regulation would, in the reasonable judgment of either Dynegy or both MergersEnron, the transactions contemplated thereunderbe reasonably likely to have a Material Adverse Effect on Enron, Dynegy or the ReorganizationNewco. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect and no proceeding for that purpose shall be pending before the SECeffect. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions The shares of the ▇▇▇▇▇▇ Credit Agreement, Newco Class A Common Stock to be issued pursuant to the Mergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing authorized for listing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description NYSE, subject to official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver (subject by all parties, to Applicable Lawsthe extent permissible under applicable Law) at or prior to the Closing Date Effective Time of the following conditions: (a) ▇▇▇▇▇▇ Stockholder The Requisite Unitholder Approval shall have been obtainedobtained in accordance with applicable Law and the Partnership Organizational Documents; (b) Any waiting period applicable No injunction, order or decree by any court or other Governmental Entity of competent jurisdiction shall have been entered and shall continue to be in effect, no Law shall have been adopted or be effective, and no agreement with any Governmental Entity shall be in effect, in each case that prohibits, prevents or makes unlawful the consummation of the Mergers or the other transactions contemplated by this Agreement; (c) All waiting periods (and any extensions thereof) applicable to the Mergers or the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization.; (d) The Form S-4 shall have become been declared effective by the SEC under the Securities Act and no stop order with respect thereto suspending the effectiveness of the Form S-4 shall be in effect have been issued by the SEC and no proceeding proceedings for that purpose shall be pending before have been initiated or threatened by the SEC.; (e) Parent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ dated as of the Closing Date to the effect that (A) at least 90% of the gross income of Parent for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (B) at least 90% of the combined gross income of each of Parent and the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ shall have obtained relief (whether by waiverbe entitled to receive and rely upon the Parent Tax Certificate, amendmentthe Partnership Tax Certificate and any other representations, consent, termination or otherwise) from the applicable provisions warranties and covenants of the ▇▇▇▇▇▇ Credit Agreement, to the Mergers officers of Parent and the other transactions contemplated by Partnership and any of their respective affiliates, which for the avoidance of doubt, for purposes of this AgreementSection 6.1(e), except where shall include the failure Sponsors, as to obtain relief shall not have had and shall not be such matters as such counsel may reasonably likely to have a Holdco Material Adverse Effect after the Mergers.request; and (f) The Exchange Financing Partnership shall have been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each received an opinion of ▇▇▇▇▇▇ and & ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. L.L.P. (h) The Boards of Directors of “▇▇▇▇▇▇ & ▇▇▇▇▇▇”) dated as of the Closing Date to the effect that at least 90% of the gross income of the Partnership for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Holdco and ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form be entitled to receive and substance satisfactory and addressed to rely upon the Board of Directors of ▇▇▇▇▇▇Partnership Tax Certificate, the Board Parent Tax Certificate and any other representations, warranties and covenants of Directors officers of Holdcothe Partnership and any of its respective affiliates, and which, for the Board avoidance of Directors doubt, for purposes of ▇▇▇▇▇▇ this Section 6.1(f), shall include the Sponsors, as to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solventsuch matters as such counsel may reasonably request.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of the following conditions: (a) ▇▇▇▇▇▇ Stockholder Approval This Agreement and the transactions contemplated hereby shall have been obtained;approved in the manner required by applicable law or by the applicable regulations of the Nasdaq National Market, any stock exchange or other regulatory body, as the case may be, by the holders of the issued and outstanding shares of capital stock of OSI and CRA, respectively. (b) Any The waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminatedterminated and all filings required to be made prior to the Effective Time with, and all consents, approvals, permits and authorizations required to be obtained prior to the Effective Time from, any Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be), except for such consents, approvals, permits or authorizations the failure of which to be obtained would not, in the aggregate, be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place) or to materially adversely affect the consummation of the Mergers, and no such consent, approval, permit or authorization shall impose terms or conditions that would have, or would be reasonably likely to have, a Material Adverse Effect on Holding Company (assuming the Mergers have taken place). (c) None of the parties hereto shall be subject to No temporary restraining order, preliminary or permanent injunction or other order issued by any decree, order or injunction of a U.S. court of competent jurisdiction or jurisdiction, no order of any Governmental Order issued by a Governmental Authority that prohibits Entity having jurisdiction over any party hereto, and no other legal restraint or enjoins prohibition shall be in effect (an "Injunction") preventing or making illegal the consummation of either or both the Mergers. In the event any such Injunction shall have been issued, the transactions contemplated thereunder, or the Reorganizationeach party agrees to use its reasonable best efforts to have any such Injunction lifted. (d) The Form S-4 shall have become effective and shall be effective at the Effective Time, and no stop order with respect thereto suspending effectiveness of the Form S-4 shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be in effect and no proceeding for that purpose shall be pending before continuing or, to the SECknowledge of CRA or OSI, threatened. (e) ▇▇▇▇▇▇ All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other regulatory body required in connection with the execution, delivery and performance of this Agreement shall have been obtained relief (whether by waiveror made, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, to except for filings in connection with the Mergers and any other documents required to be filed after the other transactions contemplated by this Agreement, Effective Time and except where the failure to obtain relief shall have obtained or made any such consent, authorization, order, approval, filing or registration would not have had a material adverse effect on the business, results of operations or financial condition of CRA and shall not be reasonably likely to have OSI (and their respective Subsidiaries), taken as a Holdco Material Adverse Effect after whole, following the MergersEffective Time. (f) The Exchange Financing Holding Company Common Stock to be issued to CRA and OSI stockholders in connection with the Mergers shall have been consummated or shall be consummated at or substantially concurrently with the Closing approved for quotation on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description Nasdaq National Market, subject only to official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party the Company and SCCII, on the one hand, and Parent and the Merger Subs, on the other hand, to effect consummate the Mergers shall be are subject to the fulfillment satisfaction (or waiver (subject to Applicable Lawsby the Company, Parent and the Merger Subs, if permissible under applicable Law) at or prior to the Closing Date of the following conditions: (a) ▇▇▇▇▇▇ the Required Stockholder Approval shall have been obtained; (b) Any no Governmental Entity having jurisdiction over the Company, Parent or any Merger Sub shall have enacted, issued, promulgated, enforced or entered any Law then in effect or issued an order, decree or ruling or taken any other material action, enjoining or otherwise prohibiting consummation of any of the Mergers substantially on the terms contemplated by this Agreement, in each case whether temporary, preliminary or permanent; provided that any Law, order, decree or ruling with respect to foreign Antitrust Laws other than those set forth on Section 7.1(c) of the Company Disclosure Schedule shall be disregarded for purposes of this Section 7.1(b); (c) the waiting period (and any extensions thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or otherwise been terminated. (c, and the Foreign Antitrust Approvals set forth on Section 7.1(c) None of the Company Disclosure Schedule shall have been obtained, and (ii) the Regulatory Approvals shall have been received or obtained by the applicable Person; provided, that this condition will be deemed to be satisfied with respect to the required FINRA approval if, prior to the end of the 30-day period after the initial FINRA filing is submitted (or, if such filing is rejected pursuant to NASD Rule 1017(d), prior to the end of the 30-day period after an amended filing is accepted by FINRA), FINRA has not directed the parties hereto shall be subject not to any decreecomplete the sale of the Company Broker-Dealer (or, order or injunction of if such a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergersdirection is issued, the transactions contemplated thereunder, or the Reorganization.it no longer is in effect); (d) The the Form S-4 shall have become been declared effective by the SEC under the Securities Act and no stop order with respect thereto suspending the effectiveness of the Form S-4 shall be in effect have been issued by the SEC and no proceeding proceedings for that purpose shall be pending before have been initiated or threatened in writing by the SEC., and the Consent Solicitation Statement/Prospectus contained therein shall have been sent to the holders of Consolidated Capital Stock not less than the period prior to the Effective Time required by General Instruction A.2 to Form S-4; and (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, to Parent Common Stock issuable in the Mergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing authorized for listing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description NYSE upon official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) satisfaction at or prior to each of the Closing Date INSC▇ ▇▇▇ective Time and the PICOM Effective Time of the following conditions: (a) ▇▇▇▇▇▇ Stockholder Approval This Agreement and the transactions contemplated by this Agreement shall have been obtained;approved and adopted by the requisite affirmative vote of the holders of Professionals Group Common Stock entitled to vote thereon. (b) Any waiting period applicable This Agreement and the transactions contemplated by this Agreement shall have been approved and adopted by the requisite affirmative vote of the Voting Members of PPTF entitled to vote thereon. (c) The shares of Professionals Group Common Stock which shall be issued to the Eligible Members of PPTF upon consummation of the Mergers INSC▇ ▇▇▇ger shall have been authorized for trading and reporting on the Nasdaq National Market, subject to official notice of issuance. (d) The INSC▇ ▇▇▇tificate of Merger and the PICOM Certificates of Merger shall have been filed with the appropriate Governmental Entities immediately prior to the Closing. (e) All approvals of Governmental Entities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, without the imposition of any condition which in the reasonable judgment of Professionals Group is materially burdensome upon Professionals Group or its Subsidiaries (all such approvals and the expiration of all such waiting periods being referred to in this Agreement as the "Requisite Regulatory Approvals"). Without limiting the generality of the foregoing: (i) the S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the S-4 shall have been issued and shall remain in effect and no proceedings for that purpose shall have been initiated or threatened by the SEC; (ii) all Blue Sky Filings shall have been made, and the sale of Professionals Group Stock resulting from the INSC▇ ▇▇▇ger shall have been qualified or registered with the appropriate state securities law regulatory authorities of all states in which qualification or registration is required under applicable state securities laws, and such qualifications or registrations shall not have been suspended or revoked, or shall be exempt from such qualification or registration; (iii) the HSR Act Report shall have been submitted to the Pre-Merger Notification Agencies, and the waiting period under the HSR Act shall have expired or notice of early termination of the waiting period shall have been terminatedreceived; and (iv) the Mergers and the transfer of ownership of PPTF and the PPTF Subsidiary shall have been approved by the Michigan Insurance Commissioner, the Florida Insurance Department, and the insurance departments of all states in which PPTF, Professionals Group and any Subsidiaries of either of them conduct business, to the extent such approvals are required. (cf) None of the parties hereto shall be subject to No order, injunction or decree issued by any decree, order or injunction of a U.S. court Governmental Entity of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits other legal restraint or enjoins prohibition preventing the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect and no proceeding for that purpose shall be pending before the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, to the Mergers and or any of the other transactions contemplated by this AgreementAgreement shall be in effect. No statute, except where the failure to obtain relief rule, regulation, order, injunction or decree shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after been enacted, entered, promulgated or enforced by any Governmental Entity which prohibits, materially restricts or makes illegal consummation of the Mergers. (fg) The Exchange Financing Professionals Group and PPTF each shall have been consummated received an opinion of their respective tax counsel, addressed to Professionals Group or shall be consummated at or PPTF, as the case may be, in form and substance reasonably satisfactory to Professionals Group and PPTF, dated as of the INSC▇ ▇▇▇ective Time, substantially concurrently with to the Closing effect that, on the terms basis of facts, representations and assumptions set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in such opinion which are consistent with the description state of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, facts existing at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of INSC▇ ▇▇▇▇▇ective Time: (i) The Mergers will constitute a tax free reorganization under Section 368(a)(1)(A) of the Code and Professionals Group and PPTF will each be a party to the reorganization; (ii) No gain or loss will be recognized by Professionals Group or PPTF as a result of the Mergers; and (iii) No gain or loss will be recognized by the Eligible Members of PPTF who exchange their PPTF Membership Rights solely for Professionals Group Common Stock pursuant to the INSC▇ and ▇▇▇▇▇▇ ger (except with respect to cash received in its sole discretion shall have been consummated; provided that for purposes lieu of the foregoinga fractional share interest in Professionals Group Common Stock). In rendering such opinion, Availability shall not be reduced by any borrowing counsel may require and rely upon representations contained in certificates of the ABL Financing on the Closing Date to fund fees in accordance with the terms officers of the Fee LetterProfessionals Group, PPTF and others. (h) The Boards Professionals Group and PPTF shall each have received letters, effective as of Directors of the INSC▇ ▇▇▇ective Time and the PICOM Effective Time, from their respective independent accountants addressed to Professionals Group or PPTF, as the case may be, to the effect that each of the Mergers will qualify for "pooling of interests" accounting treatment. (i) INSC▇ ▇▇▇, Holdco ll have been duly incorporated under the Florida Insurance Code and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm be authorized to transact business in the State of national standing, in form Michigan under and substance satisfactory and addressed pursuant to the Board Michigan Insurance Code and in the State of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, Florida under and the Board of Directors of ▇▇▇▇▇▇ pursuant to the effect thatFlorida Insurance Code. (j) The percentage interests of those PPTF Voting Members perfecting their dissenters' rights under applicable law, immediately following when aggregated, shall not exceed 10% of the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each percentage interests of ▇▇▇▇▇▇ and Holdco will be Solventall PPTF Eligible Members as a whole.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) in writing by mutual agreement of the parties at or prior to the Closing Date of the following conditions: (a) ▇(i) The ▇▇▇▇▇ Stockholder Approval Requisite Vote shall have been obtained and (ii) the Frontier Requisite Vote shall have been obtained;. (bi) Any The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminatedterminated under the HSR Act, and (ii) any mandatory waiting period or required consent under any other applicable United States federal or state 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 this clause (ii) would not reasonably be expected to delay or prevent the consummation of either or both Mergers or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. United States federal or state court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that jurisdiction, which prohibits or enjoins the consummation of either or both Mergers, and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the transactions contemplated thereunder, consummation of either or the Reorganizationboth Mergers. (d) The Form S-4 Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceeding proceedings for that purpose shall be pending before have been commenced or threatened by the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions The shares of the ▇▇▇▇▇▇ Credit Agreement, Parent Common Stock to be issued pursuant to the Mergers and the other transactions contemplated by this Agreement, except where the failure shares of Parent Common Stock reserved for issuance pursuant to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing Parent Stock Options shall have been consummated or shall be consummated at or substantially concurrently with the Closing authorized for listing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description NYSE, subject to official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) in writing by mutual agreement of the parties at or prior to the Closing Date of the following conditions: (a) (i) The Holly Requisite Vote shall have been obtained and (ii) the Frontier R▇▇▇▇▇▇ Stockholder Approval ite Vote shall have been obtained;. (bi) Any The waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminatedterminated under the HSR Act, and (ii) any mandatory waiting period or required consent under any other applicable United States federal or state 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 this clause (ii) would not reasonably be expected to delay or prevent the consummation of either or both Mergers or have a material adverse effect on the expected benefits of the transactions contemplated by this Agreement to Parent. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. United States federal or state court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that jurisdiction, which prohibits or enjoins the consummation of either or both Mergers, and no statute, rule or regulation shall have been enacted by any governmental authority which prohibits or makes unlawful the transactions contemplated thereunder, consummation of either or the Reorganizationboth Mergers. (d) The Form S-4 Registration Statement shall have become effective and no stop order with respect thereto shall be in effect and no proceeding proceedings for that purpose shall be pending before have been commenced or threatened by the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions The shares of the ▇▇▇▇▇▇ Credit Agreement, Parent Common Stock to be issued pursuant to the Mergers and the other transactions contemplated by this Agreement, except where the failure shares of Parent Common Stock reserved for issuance pursuant to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing Parent Stock Options shall have been consummated or shall be consummated at or substantially concurrently with the Closing authorized for listing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description NYSE, subject to official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation of each party Regal, the ▇▇▇▇ Group and the Partnership to effect the Mergers and Acquisition shall be subject to the fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of the following conditions: (a) ▇▇▇▇▇▇ Stockholder Approval No action or proceeding shall have been obtained; (b) Any waiting period applicable instituted before a court or other governmental body 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 the Agreement or the related agreements or the consummation of the Mergers under or the HSR Act Acquisition; and no governmental agency shall have expired or been terminated. (c) None of the parties hereto shall be subject given notice to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect and no proceeding for that purpose shall be pending before the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, party hereto to the Mergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing shall have been consummated or shall be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the 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 Transaction AgreementsMergers or the Acquisition. (b) All consents, Availability authorizations, orders and approvals of (as defined or filings or registrations with) any governmental commission, board or other regulatory body, any lenders, lessors or other third parties, required in connection with the Financing Letters as execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Mergers and Acquisition 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 date business of this AgreementRegal, the ▇▇▇▇ Group, and the Partnership taken as a whole, following the Effective Time. (c) Regal shall have received copies of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each all resolutions adopted by the Members of ▇▇▇▇ Theatres, by the Boards of Directors and shareholders of ▇▇▇▇ I, ▇▇▇▇ II and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes Finance and by the Partners of the foregoing, Availability shall not be reduced by any borrowing of Partnership in connection with this Agreement and the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) transactions contemplated hereby. The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ Group shall have received opinions from an appraisal firm Regal, Merger Sub I, Merger Sub II and Merger Sub III copies of national standing, in form and substance satisfactory and addressed to all resolutions adopted by the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, each respective company and the Board shareholders of Directors of ▇▇▇▇▇▇ to the effect thatMerger Sub I, immediately following the Effective Time, Merger Sub II and after giving effect to Merger Sub III in connection with this Agreement and the transactions contemplated hereby hereby. (d) Regal shall have entered into a Registration Rights Agreement with the Members and by Partners granting such persons a single demand registration right to sell the other Transaction Agreementsshares of Regal Common Stock issuable hereunder in an underwritten public offering, each and unlimited piggyback registration rights for two years following Closing. Such Registration Rights Agreement shall be in the form attached hereto as Exhibit 8.1(d). (e) Regal (or at Regal's option, a wholly-owned subsidiary of ▇▇▇▇▇▇ Regal) shall have become the obligor under the Notes and Holdco will be Solventthe Trustee shall have approved such obligor. (f) Regal shall have either repaid or assumed the indebtedness on the Partnership's properties.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party Party to effect the Mergers shall be subject to the fulfillment or waiver (subject to Applicable Laws) at or prior to the Closing Date of the following conditions: (a) ▇▇▇▇▇▇ Stockholder Approval this Agreement and the Parent Merger shall have been obtainedapproved and adopted by the requisite votes of the respective Members of Nationwide Mutual and Harleysville Mutual at a special meeting of the Members of Nationwide Mutual and Harleysville Mutual, respectively, called for such purpose; (b) Any this Agreement and the Subsidiary Merger shall have been approved and adopted by the requisite vote of the stockholders of HGI at a special meeting of the stockholders of HGI called for such purpose; (c) the waiting period applicable to the consummation of the Mergers under the HSR Act shall have expired or been terminated. earlier terminated and, other than the filings provided for in clauses (ci) None and (ii) of the parties hereto shall Section 2.5(a) and in Section 2.5(b), all Governmental Approvals and other Consents or Filings which are required to be subject to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (d) The Form S-4 shall have become effective and no stop order with respect thereto shall be in effect and no proceeding for that purpose shall be pending before the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, prior to the Mergers and the Effective Time (other transactions contemplated by this Agreement, except where than those Governmental Approvals for which the failure to obtain relief shall not have had and shall would not be reasonably likely to have a Holdco Material Adverse Effect after on the Mergers. (fSurviving Company and its Subsidiaries taken as a whole) The Exchange Financing shall have been consummated obtained and not rescinded or shall adversely modified or limited or, if merely required to be consummated at or substantially concurrently with the Closing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”). (g) The ABL Financing filed, such filings shall have been consummatedmade and accepted, and all waiting periods prescribed by applicable Law shall have expired or been terminated in accordance with applicable Law; provided that no such Governmental Approval or other Consent or Filing shall contain any conditions or limitations that impose or seek to impose any limitation on the ability of the Surviving Company and its Subsidiaries or the Surviving Subsidiary and its Subsidiaries, in each case taken as a whole, to conduct its Business or own its Assets after the Effective Time in substantially the same manner as the Parties and their respective Subsidiaries presently conduct their Business or own their Assets and which conditions and limitations would have a Material Adverse Effect on the Surviving Company and its Subsidiaries or the Surviving Subsidiary and its Subsidiaries, in each case taken as a whole; (d) no Order entered or Law promulgated or enacted by any Governmental Entity shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to which would prevent the consummation of the transactions contemplated Mergers, and no Proceeding brought by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion a Governmental Entity shall have been consummatedcommenced and be pending which seeks to restrain, enjoin, prevent, or materially delay or restructure the Mergers; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter.and (he) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be SolventNationwide Surplus is greater than $11,100,000,000.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligation obligations of each party to effect the Mergers and the other transactions to be effected at the Closing as contemplated by this Agreement shall be subject to the fulfillment (or waiver (subject to Applicable Lawsin writing by Parent and Company) at or prior to and as of the Closing Date Effective Time of the following conditions: (a) ▇▇▇▇▇▇ The Company Stockholder Approval shall have been duly obtained;. (b) Any waiting period applicable to The Parent Stockholder Approval shall have been duly obtained. (c) No Order by any Governmental Entity of competent jurisdiction which makes illegal or prohibits the consummation of the Mergers, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment or the 2024 LTIP Adoption shall have been entered and shall continue to be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Entity of competent jurisdiction that, in any case, prohibits or makes illegal the consummation of the Mergers, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment or the 2024 LTIP Adoption. (d) Any applicable waiting period (and any extension thereof and any timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Mergers contemplated by this Agreement entered into in connection therewith) under the HSR Act relating to the Mergers shall have expired or been earlier terminated; and all consents, waivers, approvals, licenses, permits, orders or authorizations required to be obtained under Antitrust Laws and Foreign Investment Laws that are listed on Section 7.1(d) the Company Disclosure Letter shall have been obtained from the applicable Governmental Entity (whether by lapse of time or express confirmation of the relevant Governmental Entity) and shall be in full force and effect at the Closing. (c) None of the parties hereto shall be subject to any decree, order or injunction of a U.S. court of competent jurisdiction or any Governmental Order issued by a Governmental Authority that prohibits or enjoins the consummation of either or both Mergers, the transactions contemplated thereunder, or the Reorganization. (de) The Form S-4 Registration Statement shall have become effective and under the Securities Act, no stop order with respect thereto suspending the effectiveness of the Registration Statement shall be in effect and no proceeding proceedings for that such purpose shall be pending before or threatened by the SEC. (e) ▇▇▇▇▇▇ shall have obtained relief (whether by waiver, amendment, consent, termination or otherwise) from the applicable provisions of the ▇▇▇▇▇▇ Credit Agreement, to the Mergers and the other transactions contemplated by this Agreement, except where the failure to obtain relief shall not have had and shall not be reasonably likely to have a Holdco Material Adverse Effect after the Mergers. (f) The Exchange Financing Parent Common Stock to be issued as Aggregate Merger Consideration shall have been consummated or shall be consummated at or substantially concurrently with the Closing approved for listing on the terms set forth in Exhibit 8.01(f) and otherwise on terms substantially as set forth in the description NYSE, subject to official notice of the Holdco Bonds attached as Annex A to Exhibit 8.01(f) (the “Exchange Financing Offering Document”)issuance. (g) The ABL Financing shall have been consummated, or shall be consummated substantially contemporaneously with, the Closing, substantially on the terms set forth in the Financing Letters, and Holdco shall have, at the Closing and giving effect to the consummation of the transactions contemplated by the Transaction Agreements, Availability (as defined in the Financing Letters as in effect on the date of this Agreement) of not less than $40.0 million, or Alternative ABL Financing that is consistent with Section 7.20 hereof and otherwise acceptable to each of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ in its sole discretion shall have been consummated; provided that for purposes of the foregoing, Availability shall not be reduced by any borrowing of the ABL Financing on the Closing Date to fund fees in accordance with the terms of the Fee Letter. (h) The Boards of Directors of ▇▇▇▇▇▇, Holdco and ▇▇▇▇▇▇ shall have received opinions from an appraisal firm of national standing, in form and substance satisfactory and addressed to the Board of Directors of ▇▇▇▇▇▇, the Board of Directors of Holdco, and the Board of Directors of ▇▇▇▇▇▇ to the effect that, immediately following the Effective Time, and after giving effect to the transactions contemplated hereby and by the other Transaction Agreements, each of ▇▇▇▇▇▇ and Holdco will be Solvent.