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

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval shall have been obtained and continue to be in full force and effect; (b) The Spinco Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the Merger.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval Unless the Merger is consummated pursuant to Section 253 of the DGCL as contemplated by Section 2.7 of this Agreement, the “agreement of merger” (as such term is used in Section 251 of the DGCL) shall have been obtained and continue to be in full force and effect;adopted by the Company Requisite Vote. (b) The Spinco Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger will shall be in effect, and no . No statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the MergerMerger shall be in effect. (c) Receipt of all required material approvals or consents in respect of the Merger shall have been obtained under any applicable Foreign Antitrust Laws (and any applicable waiting periods thereunder have expired or been terminated) (such consents, approvals and expirations or terminations, the “Required Merger Regulatory Approvals”). (d) Purchaser shall have accepted for purchase and paid for the Shares validly tendered (and not withdrawn) pursuant to the Offer.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Stockholder Approval Unless the Merger is consummated pursuant to Section 253 of the DGCL as contemplated by Section 2.7 of this Agreement, the “agreement of merger” (as such term is used in Section 251 of the DGCL) shall have been obtained and continue to be in full force and effect;adopted by the Company Requisite Vote. (b) The Spinco Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger will or any of the other transactions contemplated by this Agreement shall be in effect, and no . No statute, rule, regulation, order, injunction or decree will shall have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the MergerOffer, the Merger or any other transaction contemplated hereby. (c) Purchaser shall have accepted for purchase and paid for the Shares validly tendered (and not withdrawn) pursuant to the Offer.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger will shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) The Requisite Company Shareholder Approval shall have been obtained. (i) Except as provided in Section 6.15, the Parent Stockholder Approval shall have been obtained obtained. (c) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States, foreign, federal or state court or governmental authority and continue shall be in effect which prohibits, restrains, enjoins or restricts the consummation of the Merger. (d) Unless the Purchaser shall have terminated the Offer pursuant to Section 1.1(b), Purchaser shall have purchased Shares pursuant to the Offer. (e) The Parent Common Stock to be issued in full force the Merger and effect;such other shares to be reserved for issuance in connection with the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance. (bf) The Spinco Registration Statement shall have been declared effective by the SEC and shall not be under the subject of any Securities Act. No stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, suspending the Securities Act and effectiveness of the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock Registration Statement shall have been obtained issued by the SEC and in effect, such shares of Spinco Common Stock no proceedings for that purpose shall have been approved for listing on initiated or threatened by the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no statute, rule, regulation, order, injunction or decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any Governmental Entity that prohibits or makes illegal consummation of the MergerSEC.