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 to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The Company shall have obtained the Company Stockholder Approval; (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) Approval, authorization and consent to the transfer of the DOT Economic Authority shall have been obtained, as may be necessary, and any additional approval, authorization, consent or exemption required to be obtained from the FAA, the DOT and any other governmental authority for the consummation of the Merger shall have been obtained (or the expiration of all applicable waiting periods shall have occurred), except for any such additional approvals, authorizations, consents or exemptions the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect; and (d) No statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order, decision or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger.

Conditions to the Obligations of Each Party to Effect the Merger. The respective In addition to the other conditions set forth in this Article VIII, the obligations of each Party the Company, Parent and Merger Sub to effect consummate the Merger shall be are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The Company the Merger and this Agreement shall have obtained been approved by the affirmative vote (or written consent) of a majority of the shares of Company Stockholder ApprovalCommon Stock and other Cancelable Securities entitled to vote on the matter; (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) Approvalall Authorizations and Orders of, authorization declarations and consent to the transfer of the DOT Economic Authority shall have been obtained, as may be necessaryfilings with, and notices to any additional approval, authorization, consent or exemption Governmental Authority required to be obtained from the FAA, the DOT and any other governmental authority for permit the consummation of the Merger shall have been obtained (or the expiration of all applicable waiting periods made and shall have occurred), except for any such additional approvals, authorizations, consents or exemptions the absence of which would not, individually or be in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect; andfull force and effect; (dc) No statuteno temporary restraining order, rule preliminary or regulation permanent injunction or other Order prohibiting the consummation of the Merger shall be in effect, and no Law shall have been enacted or promulgated by any governmental authority that prohibits shall be deemed applicable to the Merger which makes the consummation of the MergerMerger unlawful; (d) the shares of Parent Common Stock and, if applicable, other Merger Securities issuable as part of the Merger in accordance with Section 2.1 of this Agreement shall have been duly authorized; and (e) the Form S-4 Registration Statement shall have been declared effective under the Securities Act by the SEC, delivered to all holders of Cancelable Securities, and there shall not be no the subject of any stop order or Proceeding seeking a stop order, decision or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger.

Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each Party party to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The Company this Agreement shall have obtained been adopted by the Company Stockholder Approvalrequisite affirmative vote of the stockholders of the Company; (b) The the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) Approval, authorization and consent to the transfer of the DOT Economic Authority shall have been obtained, as may be necessary, and any additional approval, authorization, consent or exemption required to be obtained from the FAA, the DOT and any other governmental authority for the consummation of the Merger shall have been obtained (or the expiration of all applicable waiting periods shall have occurred), except for any such additional approvals, authorizations, consents or exemptions the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect; and (d) No no statute, rule or regulation shall have been enacted or promulgated by any governmental authority that prohibits the consummation of the Merger, and there shall be no order, decision order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger; (d) The shares of Parent Common Stock issuable to the Company stockholders pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (e) The Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC.

Conditions to the Obligations of Each Party to Effect the Merger. The respective In addition to the other conditions set forth in this Article VIII, the obligations of each Party the Company, Parent and Merger Sub to effect consummate the Merger shall be are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) The Company the Merger and this Agreement shall have obtained been approved by the affirmative vote of a majority of the shares of Company Stockholder ApprovalCommon Stock and other Cancelable Securities entitled to vote on the matter at a meeting duly called and at which a quorum is present or represented; (b) The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (c) Approvalall Authorizations and Orders of, authorization declarations and consent to the transfer of the DOT Economic Authority shall have been obtained, as may be necessaryfilings with, and notices to any additional approval, authorization, consent or exemption Governmental Authority required to be obtained from the FAA, the DOT and any other governmental authority for permit the consummation of the Merger shall have been obtained (or the expiration of all applicable waiting periods made and shall have occurred), except for any such additional approvals, authorizations, consents or exemptions the absence of which would not, individually or be in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect; andfull force and effect; (dc) No statuteno temporary restraining order, rule preliminary or regulation permanent injunction or other Order prohibiting the consummation of the Merger shall be in effect, and no Law shall have been enacted or promulgated by any governmental authority that prohibits shall be deemed applicable to the Merger which makes the consummation of the MergerMerger unlawful; (d) the shares of Parent Common Stock and, if applicable, other Merger Securities issuable as part of the Merger in accordance with Section 2.1 of this Agreement, shall have been duly authorized; and (e) the S-4 Registration Statement shall have been declared effective under the Securities Act by the SEC, delivered to all required recipients under this Agreement, and there shall not be no the subject of any stop order or Proceeding seeking a stop order, decision or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger.