Common use of CONDITIONS PRECEDENT TO CONSUMMATION OF THE Clause in Contracts

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Public -------------------------------------------------- Offering. The obligations of the parties to consummate the Public Offering -------- shall be conditioned on the satisfaction of the following conditions: (a) The Registration Statement shall have been filed and declared effective by the SEC, and there shall be no stop-order in effect with respect thereto; (b) The actions and filings with regard to state securities and blue sky laws of the United States, if any are required, shall have been taken and, where applicable, have become effective or been accepted; (c) The Company shall have entered into the Underwriting Agreement and all conditions to the obligations of the Underwriters shall have been satisfied or waived; (d) As of the Public Offering Date, Liberty shall control (within the meaning of Sections 355 and 368(c) of the Code) the Company, and all other conditions to permit the Internal Distribution to qualify as a tax-free distribution to Torchmark and the Distribution to qualify as a tax-free distribution to Torchmark shareholders shall, to the extent applicable as of the time of the Public Offering, be satisfied, and there shall be no event or condition that is likely to cause any of the foregoing not to be satisfied as of the time of the Distribution Date or thereafter; (e) The Shares shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Public Offering or any of the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall be in effect; (g) Torchmark and the Company shall have received any necessary governmental or regulatory approval or authorization; (h) This Agreement shall not have been terminated; (i) The Board of Directors of Torchmark or a duly authorized committee of Torchmark directors shall have determined that the terms of the Public Offering are acceptable to Torchmark; (j) The actions required pursuant to Section 2.1 shall have been taken; and (k) Such other actions as the parties may, based upon the advice of counsel, reasonably request to be taken prior to the Public Offering in order to assure the successful completion of the Public Offering, the Spin-Off and the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall have been taken.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Public -------------------------------------------------- Offering. Plan The obligations consummation of the parties to consummate Plan and the Public Offering -------- occurrence of the Plan Effective Date shall be conditioned on subject to the satisfaction of certain conditions precedent customary in transactions of the following conditions: (a) type described herein, including the following: • The Registration Statement RSA shall remain in full force and effect and shall not have been terminated. • The Final DIP Order shall remain in full force and effect and no event of default shall have been filed occurred and declared effective by be continuing under the SEC, and there shall be no stop-order in effect with respect thereto; (b) The actions and filings with regard DIP Facility. • All conditions precedent to state securities and blue sky laws the effectiveness of the United States, if any are required, shall have been taken and, where applicable, have become effective or been accepted; (c) The Company shall have entered into Exit ABL Facility having terms and conditions consistent with this Term Sheet and otherwise consistent with the Underwriting Agreement and RSA in all conditions to the obligations of the Underwriters respects shall have been satisfied or duly waived; (d) As . • The final version of the Public Offering Date, Liberty shall control (within the meaning of Sections 355 Plan supplement and 368(c) all of the Code) the Companyschedules, documents, and exhibits contained therein, and all other conditions to permit the Internal Distribution to qualify as a tax-free distribution to Torchmark schedules, documents, supplements, and the Distribution to qualify as a tax-free distribution to Torchmark shareholders shall, exhibits to the extent applicable as of Plan, shall be consistent with the time of the Public Offering, be satisfiedRSA in all respects, and there shall be no event or condition that is likely to cause any of the foregoing not to be satisfied as of the time of the Distribution Date or thereafter; (e) The Shares shall have been approved for listing on filed in a manner consistent with the New York Stock ExchangeRSA in all respects. • The Debtors and, subject in respect of any necessary anti-trust approvals, the applicable Consenting Noteholders shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to official notice of issuance; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing implement and effectuate the consummation of the Public Offering or any Plan and each of the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement the Restructuring. • The Bankruptcy Court shall have entered the Confirmation Order in form and substance consistent with the RSA in all respects and such order shall be in effect; a final order. • All fees and expenses (gincluding the fees payable pursuant to Sections 8(f) Torchmark and 18 of the RSA, the DIP Backstop Fee and the Company shall have received any necessary governmental or regulatory approval or authorization; (hDIP Exit Fee) This Agreement shall not have been terminated; (i) The Board of Directors of Torchmark or a duly authorized committee of Torchmark directors shall have determined that the terms of the Public Offering are acceptable to Torchmark; (j) The actions required pursuant to Section 2.1 shall have been taken; and (k) Such other actions as paid in full in accordance with the parties mayRSA and the DIP Credit Agreement. The conditions precedent may be waived by the Debtors with the consent of the Required Consenting Noteholders. Director and Officer Indemnification Any obligations of the Debtors pursuant to their organizational documents to indemnify current and former officers, based upon directors, agents, and/or employees shall not be discharged or impaired by confirmation of the advice Plan. Director and officer insurance will continue in place for the directors and officers of counselall of the Debtors during the Chapter 11 Cases on existing or comparable terms. To the extent not previously obtained, reasonably request to be taken on or prior to the Public Offering in order to assure the successful completion of the Public OfferingPlan Effective Date, the Spin-Off Debtors shall acquire a standard tail policy covering any director and officer at any time prior to the other transactions contemplated Plan Effective Date in at least the scope and amount as currently maintained by this Agreement the Debtors for six years after the Plan Effective Date. Any such tail policy shall not be impaired or any other agreement or document contemplated terminated by this Agreement shall have been takenthe Plan.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Public -------------------------------------------------- Offering. Restructuring The obligations occurrence of the parties to consummate the Public Offering -------- Plan Effective Date shall be conditioned on the satisfaction of subject to the following conditions: conditions precedent: (i) The Bankruptcy Court shall have (a) entered the Confirmation Order confirming the Plan, (b) entered an order approving the Disclosure Statement and RSA, and (c) entered the DIP Orders approving the DIP Facilities, and all such orders in (a) – (c) shall be consistent with the terms of the RSA in form and substance reasonably acceptable to the Required Consenting Lenders, and shall not be stayed, modified, revised, or vacated and shall not be subject to any pending appeal; (ii) The Registration Statement RSA shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith; (iii) The DIP Term Loan Facility and the DIP Revolving Loan Facility shall remain in full force and effect and shall not have been terminated, and the parties thereto shall be in compliance therewith (including, without limitation, the minimum liquidity covenants contained therein); (iv) The 2020 Term Loans have been indefeasibly repaid in full in cash; (v) The Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been filed with the Bankruptcy Court and declared effective by be consistent with the SECRSA and this Term Sheet and otherwise reasonably acceptable to the Debtors and the Required Consenting Lenders; provided, that the corporate governance documents for the Reorganized Debtors shall comply with the terms set forth in the Governance Term Sheet and there shall be no stop-order in effect with respect thereto; acceptable solely to the Required Consenting 1L Lenders and the Required Consenting 2L Lenders; (bvi) The actions and filings with regard conditions precedent to state securities and blue sky laws the effectiveness of the United States, if any are required, shall have been taken and, where applicable, have become effective or been accepted; (c) The Company shall have entered into New 1L Term Loan Facility and the Underwriting Agreement and all conditions to the obligations of the Underwriters New 1L Revolving Facility shall have been satisfied or waived; duly waived (dincluding, without limitation, the minimum liquidity covenants contained therein); (vii) As The structure, terms and conditions of the Public Offering Date, Liberty shall control (within the meaning of Sections 355 and 368(c) of the Code) the Company, and all other conditions to permit the Internal Distribution to qualify as a tax-free distribution to Torchmark and the Distribution to qualify as a tax-free distribution to Torchmark shareholders shall, to the extent applicable as of the time of the Public Offering, be satisfied, and there shall be no event or condition that is likely to cause any of the foregoing not to be satisfied as of the time of the Distribution Date or thereafter; (e) The Shares New Securitization Facility shall have been approved for listing on agreed as contemplated in the section “Post-Petition Securitized Debt Facility” above and the conditions precedent to the effectiveness of the New York Stock ExchangeSecuritization Facility shall have been satisfied or duly waived; (viii) Any and all requisite regulatory approvals, subject to official notice of issuance; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Public Offering or any of the other transactions contemplated by this Agreement or and any other agreement authorizations, consents, rulings, or document documents required to implement and effectuate the Plan shall have been obtained; (ix) Payment of all Consenting Lenders’ Professional Fees (as defined herein) and other amounts contemplated by this Agreement shall to be in effect; (g) Torchmark paid under the RSA and the Company shall have received any necessary governmental or regulatory approval or authorization; Plan; (hx) This Agreement Consenting 2L Lenders, holders of DIP Term Loan Claims, and their Affiliates shall not have been terminated; acquired (i) The Board of Directors of Torchmark or a duly authorized committee of Torchmark directors shall have determined that the terms more than 25% of the Public Offering are acceptable to Torchmark; outstanding principal amount of 1L Revolving Loan Claims, (jii) The actions required pursuant to Section 2.1 shall have been takenmore than 25% of the outstanding principal amount of 1L Term Loan Claims or (iii) more than 25% of the combined outstanding principal amount of 1L Term Loan Claims and DIP Term Loan Claims; and and (kxii) Such other actions conditions as mutually agreed by the parties may, based upon the advice of counsel, reasonably request to be taken prior to the Public Offering in order to assure the successful completion of the Public Offering, the Spin-Off Company Parties and the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall have been takenRequired Consenting Lenders.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE. Public -------------------------------------------------- Offering. Restructuring The obligations occurrence of the parties to consummate the Public Offering -------- Plan Effective Date shall be conditioned on the satisfaction of subject to the following conditions: conditions precedent: • The Bankruptcy Court shall have entered the order confirming the Plan (a) the “Confirmation Order”), and such Confirmation Order shall be a Final Order and in full force and effect; • Reorganized Frontier’s New Common Stock shall have been issued; • The Registration Statement Plan Supplement, including any amendments, modifications, or supplements to the documents, schedules, or exhibits included therein shall have been filed with the Bankruptcy Court; • Any and declared effective by the SECall requisite regulatory approvals, and there shall be no stop-order in effect with respect thereto; (b) The actions any other authorizations, consents, rulings, or documents required to implement and filings with regard to state securities and blue sky laws of effectuate the United States, if any are required, Plan shall have been taken and, where applicable, have become effective or been accepted; (c) obtained; • Payment of all professional fees and other amounts contemplated to be paid under the RSA and the Plan; • The Company Debtors shall have entered into used commercially reasonable best efforts to analyze and develop a detailed report regarding Virtual Separation; and • Such other conditions as mutually agreed by the Underwriting Agreement Company Parties and all conditions the Required Consenting Noteholders. Releases and Exculpation The releases to be included in the Plan will be consistent with those set forth in Annex 1 to this Term Sheet.13 Fiduciary Out Notwithstanding anything to the obligations of the Underwriters shall have been satisfied or waived; (d) As of the Public Offering Datecontrary herein, Liberty shall control (within the meaning of Sections 355 and 368(c) of the Code) the Company, and all other conditions to permit the Internal Distribution to qualify as a tax-free distribution to Torchmark and the Distribution to qualify as a tax-free distribution to Torchmark shareholders shall, to the extent applicable as of the time of the Public Offering, be satisfied, and there shall be no event or condition that is likely to cause any of the foregoing not to be satisfied as of the time of the Distribution Date or thereafter; (e) The Shares shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Public Offering nothing in this Term Sheet or any of the other transactions contemplated by this Agreement Definitive Documents shall require the Company Parties, nor any of the Company Parties’ directors, managers, or officers, to take or refrain from taking any other agreement action to the extent such person or document contemplated by this Agreement persons determines based on advice of counsel that taking such action, or refraining from taking such action, as applicable, would be inconsistent with applicable law or its fiduciary obligations under applicable law; provided, that the Company Parties shall be required to notify the Consenting Noteholders promptly in effect; (g) Torchmark the event of any such determination, in which case the Consenting Noteholders will have a termination right. The Definitive Documents shall provide that such agreements or undertakings, as applicable, shall be terminable by the Company Parties and the Consenting Noteholders where any Company shall have received any necessary governmental Parties’ board of directors or regulatory approval or authorization; (h) This Agreement shall not have been terminated; (i) The Board of Directors of Torchmark or a duly authorized committee of Torchmark directors shall have determined that the terms of the Public Offering are acceptable to Torchmark; (j) The actions required pursuant to Section 2.1 shall have been taken; and (k) Such other actions as the parties maysimilar governing body, based determines in good faith and upon the advice of counselcounsel that continued performance would be inconsistent with its fiduciary duties under applicable law. Corporate Governance Documents In connection with the Plan Effective Date, and consistent with section 1123(a)(6) of the Bankruptcy Code, Reorganized Frontier shall adopt customary corporate governance documents, including amended and restated certificates of incorporation, bylaws, and shareholders’ agreements in form and substance reasonably request to be taken prior acceptable to the Public Offering Company Parties and the Required Consenting Noteholders. Such governance documents shall contain indemnification provisions no less favorable than those contained in order to assure the successful completion existing governance documents of the Public OfferingCompany Parties. Director, Officer, Manager, and Employee Insurance On the Plan Effective Date, the Spin-Off applicable Debtors shall be deemed to have assumed all unexpired directors’, managers’, and officers’ liability insurance policies. Exemption from SEC Registration The issuance of all securities in connection with the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement shall have been takenPlan will be exempt to the extent permitted under section 1145 of the Bankruptcy Code and otherwise pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.