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.