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

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each of the Parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Distribution Date of the following conditions: (a) Dell shall have received the Distribution Tax Opinion and the Private Letter Ruling; (b) an opinion from a nationally recognized and independent firm selected by Dell and reasonably acceptable to VMware and the VMware Special Committee shall have been obtained that, as of the Distribution Date and after giving effect to the VMware Special Dividend, (i) the surplus under the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution, exceeds the amount of the applicable Internal Distribution or the Distribution, as applicable, and (ii) immediately after the consummation of each such Internal Distribution or Distribution, as applicable, each member of the Dell Group that must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution will meet the Solvency Standards; (c) an opinion from a nationally recognized and independent firm selected by VMware and reasonably acceptable to Dell shall have been obtained that, as of the Dividend Payment Date, (i) the surplus under the DGCL of VMware (on a consolidated basis) (x) exceeds the amount of the VMware Special Dividend immediately prior to giving effect to the VMware Special Dividend and (y) is greater than zero immediately after giving effect to the Transactions and (ii) immediately after the payment of the VMware Special Dividend, VMware will meet the Solvency Standards; and (d) no court of competent jurisdiction or other Governmental Authority shall have issued an Order or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions, and no Action shall be pending that would reasonably be expected to prohibit, impair or materially delay the ability of Dell or VMware to consummate the Transactions on the terms contemplated hereby or that seeks material damages or another material remedy in connection with this Agreement or the Transactions as contemplated hereby.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each of the Parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Distribution Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) Dell the Match Disinterested Stockholder Approval shall have been obtained; (b) the IAC Required Stockholder Approval shall have been obtained; (c) the Match Stockholder Approval shall have been obtained; (d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter shall have been obtained; (e) IAC, Match and New IAC shall have received the Distribution Tax Opinion and the Private Letter RulingOpinion; (bf) IAC and Match shall have received the Merger Tax Opinion; (g) one or more opinions from an opinion from a nationally recognized and independent firm selected by Dell and reasonably acceptable to VMware and IAC at the VMware Special Committee time or times requested by the IAC Board of Directors shall have been obtained that, as of the Distribution Date and after giving effect with respect to the VMware Special Dividend, (i) the adequacy of surplus under the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order Delaware law with respect to IAC to effect the Internal Distributions Mandatory Exchange and the Distribution, exceeds solvency of IAC immediately prior to the amount consummation of the applicable Internal Distribution or the Distribution, as applicable, Transactions and (ii) each of New IAC and New Match immediately after the consummation of each such Internal Distribution or Distribution, as applicable, each member of the Dell Group that must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution will meet the Solvency StandardsTransactions; (ch) one or more opinions from an opinion from a nationally recognized and independent firm selected by VMware and reasonably acceptable to Dell Match at the time or times requested by the Match Separation Committee or the Match Board of Directors shall have been obtained that, as of the Dividend Payment Date, (i) the surplus under the DGCL of VMware (on a consolidated basis) (x) exceeds the amount of the VMware Special Dividend immediately prior to giving effect with respect to the VMware Special Dividend and (y) is greater than zero solvency of New Match immediately after giving effect to the Transactions and (ii) immediately after the payment of the VMware Special Dividend, VMware will meet the Solvency Standards; and (d) no court of competent jurisdiction or other Governmental Authority shall have issued an Order or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions; (i) the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and no Action New IAC Common Stock shall be pending that would reasonably be expected to prohibit, impair or materially delay the ability of Dell or VMware to consummate the Transactions have been approved for listing on the terms contemplated hereby or that seeks material damages or another material remedy in connection with this Agreement or the Transactions as contemplated herebyNASDAQ, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation respective obligations of each of the Parties Party to effect the Transactions is shall be subject to the satisfaction fulfillment (oror waiver, to the extent permitted by Lawpermissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party; provided, waiverhowever that Danube may waive conditions on behalf of one or more Sellers) on at or prior to the Distribution Closing Date of the following conditions: (a) Dell The Amazon Shareholder Approval (other than a vote in favor of the Danube Director Appointment as described in clause (ii) of the definition of “Amazon Shareholder Approval”) shall have received the Distribution Tax Opinion and the Private Letter Ruling;been obtained. (b) an opinion from All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act, and any commitment to, or agreement (including any timing agreement) with, the FTC or DOJ to delay the consummation of, or not to consummate before a nationally recognized and independent firm selected by Dell and reasonably acceptable to VMware and certain date, the VMware Special Committee Transactions, shall have expired or been obtained thatterminated, as of the Distribution Date and after giving effect all requisite consents, clearances, authorizations and approvals pursuant to the VMware Special DividendAntitrust Laws, (i) the surplus under the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order to effect the Internal Distributions and the DistributionForeign Investment Laws, exceeds the amount of the applicable Internal Distribution or the Distributionother Laws, as applicable, and (iiset forth on Section 8.1(b) immediately after the consummation of each such Internal Distribution or Distribution, as applicable, each member of the Dell Group that must distribute VMware Common Stock in order to effect the Internal Distributions Danube Disclosure Letter, and the Distribution will meet the Solvency Standards;CFIUS Approval and Canada Transportation Act Approval, shall have been obtained. (c) an opinion from a nationally recognized and independent firm selected No Order by VMware and reasonably acceptable any court or other tribunal of competent jurisdiction (for the avoidance of doubt, with respect to Dell Orders pursuant to Antitrust Laws, Foreign Investment Laws, or other regulatory Laws, solely such court or tribunal in the United States, Canada, or the jurisdictions set forth on Section 8.1(b) of the Danube Disclosure Letter) shall have been obtained that, as of the Dividend Payment Date, (i) the surplus under the DGCL of VMware (on a consolidated basis) (x) exceeds the amount of the VMware Special Dividend immediately prior issued or entered and shall continue to giving effect to the VMware Special Dividend and (y) is greater than zero immediately after giving effect to the Transactions and (ii) immediately after the payment of the VMware Special Dividend, VMware will meet the Solvency Standards; and (d) no court of competent jurisdiction or other Governmental Authority shall have issued an Order or enacted a Law that is still be in effect and prohibitsno Law (for the avoidance of doubt, enjoins with respect to Laws pursuant to Antitrust Laws, Foreign Investment Laws or other regulatory Laws, solely such Laws of the United States, Canada, or the jurisdictions set forth on Section 8.1(b) of the Danube Disclosure Letter) shall have been adopted, enacted or promulgated that remains in effect or be effective, in each case, that restrains, prevents, enjoins, prohibits or makes illegal the consummation of the Transactions, . (d) The increase in Amazon’s share capital to effect the issuance of the Share Consideration and no Action shall be pending that would reasonably be expected the related amendments to prohibit, impair or materially delay the ability of Dell or VMware to consummate the Transactions on the terms contemplated hereby or that seeks material damages or another material remedy Amazon Governing Documents in connection therewith shall have been registered with this Agreement or the Transactions as contemplated herebycompetent cantonal commercial register in Switzerland.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation obligations of each of Holdco and Marathon, on the Parties one hand, and Uniloc, on the other hand, to effect consummate the Transactions is are subject to the satisfaction (oror waiver by Marathon and Uniloc, to the extent permitted by if permissible under applicable Law, waiver) on or prior to the Distribution Date of the following conditions: (a) Dell each of the Holdco Approval, Marathon Stockholder Approval and the Uniloc Approval shall have received the Distribution Tax Opinion and the Private Letter Rulingbeen obtained; (b) an opinion from a nationally recognized and independent firm selected by Dell and reasonably acceptable to VMware and the VMware Special Committee no Governmental Entity having jurisdiction over Holdco, Marathon or Uniloc shall have been obtained thatissued an order, as decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Distribution Date and after giving effect to Transactions substantially on the VMware Special Dividend, (i) the surplus under the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution, exceeds the amount of the applicable Internal Distribution or the Distribution, as applicable, and (ii) immediately after the consummation of each such Internal Distribution or Distribution, as applicable, each member of the Dell Group that must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution will meet the Solvency Standardsterms contemplated by this Agreement; (c) an opinion from a nationally recognized and independent firm selected by VMware and reasonably acceptable to Dell shall have been obtained thatall Consents, as of the Dividend Payment Date, approvals or clearances listed in (i) the surplus under the DGCL of VMware (on a consolidated basisSection ‎5.1‎(c) (x) exceeds the amount of the VMware Special Dividend immediately prior to giving effect to the VMware Special Dividend and (y) is greater than zero immediately after giving effect to the Transactions Marathon Disclosure Letter and (ii) immediately after the payment Section ‎5.1‎(c) of the VMware Special Dividend, VMware will meet Uniloc Disclosure Letter shall have been obtained; (d) the Solvency StandardsRegistration Statement 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 been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC that have not been withdrawn; (e) the board of directors of Holdco shall be comprised of three persons nominated by Marathon (one of whom shall be independent under the NASDAQ audit committee rules) and three persons nominated by the Uniloc (two of whom shall be independent under the NASDAQ audit committee rules) and a seventh member (who shall be independent under the NASDAQ audit committee rules) approved by a majority of the foregoing nominees; (f) the Restated Articles shall have been adopted; (g) the Ordinary Shares issuable in the Transactions shall have been authorized for listing on NASDAQ upon official notice of issuance; and (dh) no court of competent jurisdiction or other Governmental Authority at least one month shall have issued an Order or enacted a Law that is still in effect and prohibits, enjoins or makes illegal elapsed following the consummation Terms of the Transactions, and no Action shall be pending that would reasonably be expected to prohibit, impair or materially delay the ability of Dell or VMware to consummate the Transactions on the terms contemplated hereby or that seeks material damages or another material remedy in connection with this Agreement or the Transactions as contemplated herebyMerger Publication Date.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation obligations of each of Broadcom and the Avago Parties to effect consummate the Transactions Cash/Stock Merger and, if the Minimum Unit Election Condition is satisfied, the Unit Merger, and the Avago Parties (other than Lower Holdco and the Merger Subs) to consummate the Avago Scheme, are subject to the satisfaction (oror waiver by each of Avago, to on behalf of itself and the extent permitted by Lawother Avago Parties, waiverand Broadcom) on or prior to the Distribution Date of the following conditions: (a) Dell each of the Broadcom Shareholder Approval and the Avago Shareholder Approval shall have received the Distribution Tax Opinion and the Private Letter Rulingbeen obtained; (bi) an opinion from a nationally recognized and independent firm selected by Dell and reasonably acceptable to VMware and no Governmental Entity having jurisdiction over Broadcom or any of the VMware Special Committee Avago Parties shall have been obtained thatissued an order, as decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of any of the Distribution Date and after giving effect to Transactions substantially on the VMware Special Dividend, (i) the surplus under the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution, exceeds the amount of the applicable Internal Distribution or the Distribution, as applicable, terms contemplated by this Agreement and (ii) immediately after the no Law shall have been enacted or promulgated by any Governmental Entity that makes consummation of each such Internal Distribution or Distribution, as applicable, each member any of the Dell Group Transactions illegal; provided, that must distribute VMware Common Stock in order any order, decree or ruling with respect to effect foreign Antitrust Laws other than those set forth on Section 7.1(c) of the Internal Distributions and the Distribution will meet the Solvency StandardsBroadcom Disclosure Schedule shall be disregarded for purposes of this Section 7.1(b); (c) an opinion from a nationally recognized the waiting period (and independent firm selected by VMware any extensions thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or otherwise been terminated, the approvals under the Anti-Monopoly Law of the People’s Republic of China and reasonably acceptable to Dell European Union merger control regulations shall have been obtained thatobtained, as and all consents, approvals or clearances set forth on Section 7.1(c) of the Dividend Payment Date, Broadcom Disclosure Schedule shall have been obtained; (id) the surplus Registration Statement shall have been declared effective by the SEC under the DGCL of VMware (on a consolidated basis) (x) exceeds Securities Act and no stop order suspending the amount effectiveness of the VMware Special Dividend immediately prior to giving effect to Registration Statement shall have been issued by the VMware Special Dividend SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC that have not been withdrawn; (ye) is greater than zero immediately after giving effect to the Transactions Holdco Ordinary Shares issuable in the Cash/Stock Merger and (ii) immediately after the payment Avago Scheme shall have been authorized and approved for listing on Nasdaq upon official notice of the VMware Special Dividend, VMware will meet the Solvency Standardsissuance; and (df) no court of competent jurisdiction or other Governmental Authority the CFIUS Approval shall have issued an been obtained; and (g) the Singapore Court Order or enacted a Law that is still in effect shall have been granted by the Singapore Court and prohibits, enjoins or makes illegal the consummation of the Transactions, and no Action shall be pending that would reasonably be expected to prohibit, impair or materially delay the ability of Dell or VMware to consummate the Transactions on the terms contemplated hereby or that seeks material damages or another material remedy in connection with this Agreement or the Transactions as contemplated herebybecome final.