Common use of Conditions to the Mergers Clause in Contracts

Conditions to the Mergers. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment at or prior to the Effective Time of the following conditions: (a) The R&B Stockholder Approval and the FDC Stockholder Approval shall have been obtained all in accordance with applicable law. (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 body or authority which prohibits the consummation of the Mergers substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) The shares of Parent Common Stock issuable in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) Any applicable waiting period under the HSR Act shall have expired or been terminated and any other R&B Required Approvals and FDC Required Approvals shall have been obtained, except where the failure to obtain such other R&B Required Approvals and FDC Required Approvals would not have a Material Adverse Effect on R&B or FDC, as the case may be. (f) Each of FDC and R&B shall have received an opinion of its tax counsel, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Cravath, Swaine & ▇▇▇▇▇, respectively, in form and substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Mergers will constitute transactions described in Sections 351 and/or Section 368(a) of the Code and that none of FDC, R&B, holders of FDC Common Stock or holders of R&B Common Stock shall recognize gain or loss for federal income tax purposes as a result of the Mergers (other than with respect to any cash paid in lieu of fractional shares of FDC Common Stock or R&B Common Stock). In rendering such opinions, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Cravath, Swaine & ▇▇▇▇▇ may require delivery of and rely upon the Tax Certificates. Section 7.2. Conditions to Obligations of R&B to Effect the R&B Merger. The obligation of R&B to effect the R&B Merger is further subject to the conditions that (a) the representations and warranties of FDC contained herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not have a Material Adverse Effect on FDC, (b) FDC shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time and (c) FDC shall have delivered to R&B a certificate, dated the Effective Time and signed by its Chairman of the Board and Chief Executive Officer or a Senior Vice President, certifying to both such effects.

Conditions to the Mergers. Section 7.1. Conditions to Each Party's Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject These conditions to the fulfillment closing may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may be delayed or may not be completed. In addition, if the closing has not occurred on or before the outside date, either Salesforce or Slack may choose not to proceed with the mergers by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after Slack stockholder approval. In addition, Salesforce and Slack may elect to terminate the merger agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement—Termination of the Merger Agreement.” The merger agreement contains a number of conditions that must be satisfied or waived prior to the Effective Time completion of the following conditions: (a) mergers, which are described in the section entitled “The R&B Stockholder Approval and Merger Agreement—Conditions to the FDC Stockholder Approval shall have been obtained Mergers.” There can be no assurance that all in accordance with applicable law. (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 body or authority which prohibits the consummation of the Mergers substantially on conditions to the terms contemplated herebymergers will be so satisfied or waived. In If these conditions are not satisfied or waived, Salesforce and Slack will be unable to complete the event mergers. If the mergers are not completed for any orderreason, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending such effectiveness shall have been issued and remain in effect. (d) The shares of Parent Common Stock issuable in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) Any applicable waiting period under the HSR Act shall have expired or been terminated and any other R&B Required Approvals and FDC Required Approvals shall have been obtained, except where including the failure to receive the Slack stockholder approval, Salesforce’s and Slack’s respective businesses and financial results may be adversely affected, including as follows: • Salesforce and Slack may experience negative reactions from the financial markets, including negative impacts on the market price of Salesforce common stock and Slack common stock; • the manner in which industry contacts, business partners and other third parties perceive Salesforce and Slack may be negatively impacted, which in turn could affect Salesforce’s and Slack’s marketing operations or their ability to compete for new business or obtain such renewals in the marketplace more broadly; • Salesforce and Slack may experience negative reactions from employees; and • Salesforce and Slack will have expended time and resources that could otherwise have been spent on Salesforce’s and Slack’s existing businesses and the pursuit of other R&B Required Approvals opportunities that could have been beneficial to each company, and FDC Required Approvals would not have a Material Adverse Effect on R&B or FDC, as the case may be. (f) Each of FDC Salesforce’s and R&B shall have received an opinion of its tax counsel, Skadden, Arps, Slate, ▇▇▇▇▇▇’▇ & ▇▇▇▇ LLP ongoing business and Cravathfinancial results may be adversely affected. In addition to the above risks, Swaine & ▇▇▇▇▇if the merger agreement is terminated and either party’s board seeks an alternative transaction, respectivelysuch party’s stockholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the mergers. The completion of the mergers may trigger change-in-control or other provisions in certain agreements to which Slack is a party. If Salesforce and Slack are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Salesforce and Slack are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Slack. The COVID-19 pandemic and related public health measures have materially affected how Salesforce and its customers are operating their businesses, and have materially affected Salesforce’s operating results and cash flows; the duration and extent to which this will impact Salesforce’s and the surviving company’s future results remain uncertain. Salesforce’s operations have been, and the surviving company’s operations may be, negatively affected by a range of external factors related to the COVID-19 pandemic that are not within its control. Authorities throughout the world have implemented numerous preventative measures to contain or mitigate further spread of the virus, such as travel bans and restrictions, limitations on business activity, quarantines, work-from-home directives and shelter-in-place orders. These public health measures have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas, both regionally and worldwide, which have impacted Salesforce’s and may impact the surviving company’s business and results of operations and cash flows. For example, these measures and related economic effects contributed to certain customers’ reluctance or inability to submit payments to Salesforce (as well as changes in billing frequency), and adversely impacted the effectiveness of outsourced service providers Salesforce uses to collect payments, and these conditions may persist or worsen. The extent and duration of these measures could also impact Salesforce’s and the surviving company’s ability to address cybersecurity incidents, have resulted in increased internet demand which could cause access issues, could affect Salesforce’s and the surviving company’s ability to develop and support products and services, and could cause issues with access to data centers. As Salesforce continues to monitor the situation and public health guidance, Salesforce may adjust its current policies and practices, and existing and new precautionary measures could negatively affect Salesforce’s and the surviving company’s operations. The extent of the impact of COVID-19 on Salesforce’s and the surviving company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic, future spikes of COVID-19 infections resulting in additional preventative measures to contain or mitigate the spread of the virus, severity of the economic decline attributable to the pandemic and timing and nature of a potential economic recovery, impact on Salesforce’s and the surviving company’s customers and their sales cycles, Salesforce’s and the surviving company’s ability to generate new business leads, impact on Salesforce’s and the surviving company’s customer, employee and industry events, and effect on Salesforce’s and the surviving company’s vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which the pandemic may impact Salesforce’s and the surviving company’s financial condition or results of operations, including Salesforce’s and the surviving company’s long-range plan, is uncertain. Due to Salesforce’s subscription-based business model, the effect of the COVID-19 pandemic may not be fully reflected in its results of operations until future periods. In addition, uncertainty regarding the impact of COVID-19 on Salesforce’s and the surviving company’s future operating results and financial condition may result in Salesforce and the surviving company taking cost-cutting measures, reducing the level of Salesforce’s and the surviving company’s capital investments and delaying or canceling the implementation of strategic initiatives, any of which may negatively impact their respective business and reputation. If the COVID-19 pandemic has a substantial impact on Salesforce’s or the surviving company’s employees’, partners’ or customers’ business and productivity, Salesforce’s and the surviving company’s results of operations and overall financial performance may be harmed. The global macroeconomic effects of the COVID-19 pandemic and related impacts on Salesforce’s and the surviving company’s customers’ business operations and their demand for their products and services may persist for an indefinite period, even after the COVID-19 pandemic has subsided. The mergers involve numerous operational, strategic, financial, accounting, legal, tax and other risks, potential liabilities associated with the acquired businesses, and uncertainties related to design, operation and integration of Slack’s internal control over financial reporting. Difficulties in integrating Slack into Salesforce may result in Slack performing differently than expected, in form operational challenges or in the failure to realize anticipated expense-related efficiencies. Salesforce’s and substance reasonably satisfactory Slack’s existing businesses could also be negatively impacted by the mergers. Potential difficulties that may be encountered in the integration process include, among other factors: • the inability to itsuccessfully integrate Slack into Salesforce in a manner that permits Salesforce to achieve the full revenue and cost savings anticipated from the mergers; • complexities associated with managing the larger, more complex, integrated business; • not realizing anticipated operating synergies; • integrating personnel from the two companies and dated as the loss of key employees; • potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the mergers; • integrating relationships with industry contacts and business partners; • performance shortfalls at one or both of the Effective Time, to the effect that the Mergers will constitute transactions described in Sections 351 and/or Section 368(a) of the Code and that none of FDC, R&B, holders of FDC Common Stock or holders of R&B Common Stock shall recognize gain or loss for federal income tax purposes companies as a result of the Mergers (other than diversion of management’s attention caused by completing the mergers and integrating Slack’s operations into Salesforce; and • the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies. Salesforce believes that there are significant benefits and synergies that may be realized through leveraging the products, scale and combined enterprise customer bases of Salesforce and Slack. However, the efforts to realize these benefits and synergies will be a complex process and may disrupt both companies’ existing operations if not implemented in a timely and efficient manner. The full benefits of the transactions contemplated by the merger agreement, including the anticipated sales or growth opportunities, may not be realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the mergers could adversely affect Salesforce’s results of operations or cash flows, cause dilution to the earnings per share of Salesforce, decrease or delay any accretive effect of the mergers and negatively impact the price of Salesforce common stock. Following completion of the mergers, Salesforce’s success will depend, in part, on its ability to manage its expansion, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Slack into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with respect to any cash paid in lieu of fractional shares of FDC Common Stock or R&B Common Stock)industry contacts and business partners. In rendering such opinionsaddition, SkaddenSalesforce and Slack will be required to devote significant attention and resources prior to closing to prepare for the post-closing integration and operation of the surviving company, Arpsand Salesforce will be required post-closing to devote significant attention and resources to successfully align the business practices and operations of Salesforce and Slack. This process may disrupt the businesses and, Slateif ineffective, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP would limit the anticipated benefits of the mergers. Salesforce and CravathSlack will incur substantial expenses in connection with and as a result of completing the mergers, Swaine & ▇▇▇▇▇ may require delivery and, following the completion of the mergers, Salesforce expects to incur additional expenses in connection with combining the businesses and rely operations of Salesforce and Slack. Factors beyond Salesforce’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Moreover, diversion of management focus and resources from the day-to-day operation of the business to matters relating to the transactions could adversely affect each company’s business, regardless of whether the mergers are completed. Salesforce and Slack are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Each company’s success until the mergers and the surviving company’s success after the mergers will depend in part upon the Tax Certificates. Section 7.2ability of Salesforce and Slack to retain key management personnel and other key employees. Conditions Current and prospective employees of Salesforce and Slack may experience uncertainty about their roles within the combined company following the mergers, which may have an adverse effect on the ability of each of Salesforce and Slack to Obligations attract or retain key management and other key personnel. Accordingly, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of R&B to Effect the R&B Merger. The obligation of R&B to effect the R&B Merger is further subject Salesforce and Slack to the conditions same extent that (a) Salesforce and Slack have previously been able to attract or retain their own employees. Other than shares held by persons who will be affiliates of Salesforce after the representations closing, Salesforce shares that are issued to Slack stockholders, including those shares issued upon the exercise of outstanding stock options or restricted stock units, will be freely tradable without restrictions or further registration under the Securities Act. If the mergers are completed and warranties if former Slack stockholders and Slack employees sell substantial amounts of FDC contained herein shall be true and correct Salesforce common stock in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as the public market following consummation of the Effective Time with mergers, the same effect as though made as market price of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties in the aggregate to be true and correct in all respects would not have a Material Adverse Effect on FDC, (b) FDC shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time and (c) FDC shall have delivered to R&B a certificate, dated the Effective Time and signed by its Chairman of the Board and Chief Executive Officer or a Senior Vice President, certifying to both such effectsSalesforce common stock may decrease.