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

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations of each party to effect the Transaction shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing of the following conditions: (a) The Seller Stockholder Approval shall have been obtained, all in accordance with applicable Law and the rules and regulations of Nasdaq; (b) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or Governmental Entity which prohibits the consummation of the Transaction, and shall continue to be in effect; (c) The applicable waiting periods and any approvals applicable to the Transaction under the rules of the Federal Energy Regulatory Commission shall have expired or been earlier terminated or shall have been obtained, as applicable, and any other Governmental Approvals, including any applicable approvals under any antitrust, competition, power generation or investment Laws, required to be obtained for the consummation, as of the Closing, of the transactions contemplated by this Agreement, other than any such Governmental Approvals the failure of which to be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies shall have been obtained (collectively, the “Required Approvals”); and (d) The Other Approvals shall have been obtained.

Conditions to Each Party’s Obligation to Effect the Transaction. The respective obligations obligation of each party of the parties to effect consummate the Transaction shall be transactions contemplated hereby is subject to the fulfillment satisfaction (or waiver by all partiesin writing) at or prior to the Closing of each of the following conditions: (a) The Seller Stockholder Approval waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been obtained, all in accordance with applicable Law and the rules and regulations of Nasdaq;earlier terminated. (b) No statute, rule, regulation, executive order, decree, ruling rule or injunction regulation shall have been enacted, entered, promulgated or enforced by any court or other tribunal or Governmental Entity which prohibits or makes illegal the consummation of the TransactionClosing. No judgment, decree, injunction or restraining order shall have been issued by any court of competent jurisdiction and shall continue to be in effect;, nor shall there be pending any suit or action instituted by any Governmental Entity which would, prohibit or make illegal the Closing. (c) The applicable waiting periods and any approvals applicable to the Transaction under the rules of the Federal Energy Regulatory Commission shall have expired or been earlier terminated or shall have been obtained, as applicable, and any other Governmental Approvals, including any applicable approvals under any antitrust, competition, power generation or investment Laws, required to be obtained for the consummation, as of the Closing, of the transactions contemplated by this Agreement, other than any such Governmental Approvals the failure of which to be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies shall have been obtained (collectively, the “Required Approvals”); and (di) The Other Material Insurance Approvals shall have been obtainedreceived and, (ii) in connection with each Material Insurance Filing, either (A) approval shall have been received or (B) all of the other conditions to closing in this Article VII shall have occurred and no objection shall have been received with respect to such filing and, (iii) such approvals referred to in (i) and (ii)(A) above shall not contain any condition or requirement which would be reasonably likely to have a Combined Company Material Adverse Effect.