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

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction or (to the extent permitted by applicable law), waiver by SpinCo and Echo, at or prior to the closing of the Merger, of the following conditions: (a) no governmental authority of competent jurisdiction shall have enacted, issued or promulgated any law that is in effect and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger; (b) no governmental authority of competent jurisdiction shall have issued or granted any order that is in effect and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger; (c) there shall be no legal action or suit pending against Echo or SpinCo by or before any governmental authority of competent jurisdiction seeking to prohibit or otherwise prevent the consummation of the Merger; (d) the Contribution Closing shall have occurred; (e) the Echo Stockholder Approval shall have been obtained; (f) the SpinCo Stockholder Approval shall have been obtained; (g) the Qualified IPO (as defined in the LLC Agreement) shall have occurred; and (h) the Distribution shall have been consummated.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction or (to the extent permitted by applicable law), waiver by SpinCo and Echo, at on or prior to the closing of the Merger, Closing Date of the following conditions: (a) this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company; (b) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) no statute, rule or regulation shall have been enacted or promulgated by any governmental authority of competent jurisdiction shall have enacted, issued or promulgated any law that is in effect and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing prohibits the consummation of the Merger; (b) no governmental authority of competent jurisdiction shall have issued or granted any order that is in effect , and has the effect of making the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Merger; (c) there shall be no legal action order or suit pending against Echo or SpinCo by or before any governmental authority injunction of a court of competent jurisdiction seeking to prohibit or otherwise prevent in effect preventing the consummation of the Merger; (d) The shares of Parent Common Stock issuable to the Contribution Closing Company stockholders pursuant to the Merger shall have occurred;been approved for listing on the NYSE, subject to official notice of issuance; and (e) The Registration Statement shall have become effective under the Echo Stockholder Approval Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been obtained; (f) the SpinCo Stockholder Approval issued and no proceedings for that purpose shall have been obtained; (g) initiated or threatened by the Qualified IPO (as defined in the LLC Agreement) shall have occurred; and (h) the Distribution shall have been consummatedSEC.