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

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote or written consent of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) the IPO Transaction shall have been consummated substantially contemporaneously with the Closing; (d) any governmental or regulatory notices, approvals or other requirements necessary to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto shall have been given, obtained or complied with, as applicable; and (e) each of the S-4 and the S-1 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 IPO Co. shall have received all state securities laws or “blue sky” permits and authorizations necessary to issue shares of IPO Co. Common Stock in exchange for Shares in the Merger.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are shall be subject to the satisfaction at on or prior to the Effective Time Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, Merger Sub and the Company, as the case may be, to the extent permitted by applicable Law: (a) this Agreement the Company Stockholder Approval shall have been approved and adopted by the requisite vote or written consent of the stockholders of the Companyobtained; (b) no statute, rule, regulation, executive order, decree, ruling any applicable waiting periods under the HSR Act and the antitrust or injunction competition Laws of applicable foreign jurisdictions relating to the Merger shall have expired or been enactedterminated and all material consents, entered, promulgated approvals and authorizations required to be obtained or enforced by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts notices required to be given prior to the consummation of the Merger by the parties hereto from Governmental Entities to consummate the Merger, shall have been made, given or obtained, as the case may be; (c) the IPO Transaction shares of Parent Common Stock issuable to stockholders of the Company and to holders of Restricted Stock Units or Exchange Rights shall have been consummated substantially contemporaneously with approved for listing on the ClosingNASDAQ Stock Market, subject to official notice of issuance; (d) any governmental or regulatory notices, approvals or other requirements necessary to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto Form S-4 shall have been given, obtained or complied with, as applicable; and (e) each of declared effective by the S-4 and the S-1 shall have become effective SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and IPO Co. ; (e) no Law shall prohibit consummation of the Merger; and (f) the Certificate of Merger shall have received all state securities laws or “blue sky” permits and authorizations necessary preclearance as to issue shares form acceptable for filing by the Secretary of IPO Co. Common Stock in exchange for Shares in the MergerState of Delaware.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote or written consent of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States federal or state court or United States federal or state Governmental Entity that which prohibits, restrains, restrains or enjoins or restricts the consummation of the Merger; (c) any waiting period applicable to the IPO Transaction Merger under the HSR Act or any similar statute or regulations of foreign jurisdictions shall have been consummated substantially contemporaneously with the Closing; (d) terminated or expired, and any other governmental or regulatory notices, notices or approvals or other requirements necessary required in order to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto shall have been given, obtained either filed or complied with, as applicablereceived; and (ed) each of the S-4 and the S-1 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 IPO Co. Parent shall have received all state securities laws or “"blue sky” " permits and authorizations necessary to issue shares of IPO Co. Parent Common Stock in exchange for Shares in the Merger.

Conditions to Each Party’s Obligations to Effect the Merger. The respective obligations of each party hereto to effect consummate the Merger transactions provided for hereby are subject to the satisfaction at satisfaction, on or prior to the Effective Time Closing Date, of each of the following conditions: (a) All approvals under antitrust regulatory filings in any jurisdiction that shall be necessary or determined by Parent and the Company to be reasonably desirable shall have been obtained, and there shall be no commitment by Parent, the Company or any of their respective Subsidiaries to any Governmental Authority not to close the transactions contemplated hereby before a date certain. (b) No Proceeding by any Governmental Authority shall have been instituted which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to adversely affect the assets of the Company or the Business materially if the transactions contemplated hereby are consummated. There shall not be any Regulation or Order that enjoins or makes the transactions contemplated hereby illegal or otherwise prohibited. (c) Any governmental or regulatory notices or approvals required under any Regulations to carry out the transactions contemplated by this Agreement shall have been approved obtained and adopted by the requisite vote or written consent of the stockholders of the Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction parties shall have been enacted, entered, promulgated or enforced complied with all Regulations applicable to the transactions contemplated by any United States federal or state court or United States federal or state Governmental Entity that prohibits, restrains, enjoins or restricts the consummation of the Merger; (c) the IPO Transaction shall have been consummated substantially contemporaneously with the Closing;this Agreement. (d) any governmental or regulatory notices, approvals or other requirements necessary to consummate the transactions contemplated hereby and to operate the Business after the Effective Time in all material respects as it was operated prior thereto The Company Stockholder Approval shall have been given, obtained or complied with, as applicable; and (e) each of the S-4 and the S-1 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 IPO Co. shall have received all state securities laws or “blue sky” permits and authorizations necessary to issue shares of IPO Co. Common Stock in exchange for Shares in the Mergerobtained.