Common use of Conditions Precedent to Obligations of Each Party Clause in Contracts

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions shall have been issued and remain in effect; (b) all waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfied.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party Party to this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is Contemplated Transactions are subject to the fulfillmentsatisfaction or, on to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing DateClosing, of each of the following conditions: (a) no No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents Order preventing the consummation of the Contemplated Transactions shall have been issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction and remain in effect;effect and there shall not be any Law which has the effect of making the consummation of the Contemplated Transactions illegal. (b) all waiting periods applicable to Homology shall have obtained the consummation Required Homology Stockholder Vote, and Q32 shall have obtained the Required Q32 Stockholder Vote. (c) The approval of the Transactions under listing of the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements additional shares of Homology Common Stock on Nasdaq shall have been obtained or made, other than approvals and filings, the failure shares of Homology Common Stock to obtain or make which, be issued in the aggregate, would not reasonably be expected Merger pursuant to this Agreement shall have a material adverse effect been approved for listing (subject to official notice of issuance) on the prospects of the business or operations of the Surviving Corporation following the Merger;Nasdaq. (cd) all approvals The Subscription Agreement shall be in full force and effect and cash proceeds of not less than the FCC required Concurrent Investment Amount shall have been received by Homology, or will be received by Homology substantially simultaneously with the Closing, in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to transactions contemplated by the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval;Subscription Agreement. (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, The Homology Lock-Up Agreements and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect Q32 Lock-Up Agreements will continue to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect;effect as of immediately following the Effective Time. (hf) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger The Registration Statement shall have been approved for listing on become effective in accordance with the NYSEprovisions of the Securities Act, and shall not be subject to official notice of issuance; andany stop order or proceeding seeking a stop order with respect to such Registration Statement that has not been withdrawn. (ig) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale Q32 shall have been satisfiedeffected the Q32 Preferred Stock Conversion.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement Seller and Purchaser to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) no temporary restraining orderNo Order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, preliminary nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or permanent injunction any Law or other Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation of the transactions contemplated hereby illegal; (b) The Bankruptcy Court shall have entered an Order, substantially the same in form and substance as the proposed order attached hereto as Exhibit F and reasonably acceptable to Purchaser (the "Approval Order"), and such Approval Order is not subject to a stay and has not been vacated, modified or decree issued reversed by a court of competent jurisdiction located in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the United States parties agree that prevents the consummation Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the Transactions shall have been issued and remain in effect; (b) all waiting periods applicable provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the consummation exclusion of paragraph 7 of the Transactions under Approval Order shall not be taken into account in determining whether the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required Approval Order is acceptable to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the MergerPurchaser); (c) all approvals Any waiting period (including any extension thereof) under the HSR Act applicable to the purchase and sale of the FCC required in connection with the consummation Company's equity securities hereunder shall have terminated or expired and any Required Government Approvals, including, without limitation, approval of the Transactions OPUC, shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole;; and (d) each The Indemnification Escrow Agent shall have delivered to Purchaser and Seller a copy of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of DelawareIndemnification Escrow Agreement, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered duly executed by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedIndemnification Escrow Agent.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement the parties hereto to consummate and effect the transactions contemplated by this Agreement is hereunder shall be subject to the fulfillment, satisfaction or waiver by both parties on or prior to before the Closing Date, of each Effective Date of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or the Arrangement and the other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions transactions contemplated hereby shall have been issued approved and remain adopted by the Shareholders and holders of Options, Warrants and Share Purchase Rights, voting as a single class, in effectaccordance with applicable law (including the Interim Order) and the Corporation's articles and bylaws; (b) the Court shall have issued each of the Interim Order and Final Order approving the Arrangement in form and substance reasonably satisfactory to Acquiror and the Corporation (such approvals not to be unreasonably withheld or delayed by Acquiror or the Corporation) reflecting the terms hereof and shall not have been set aside or modified in a manner unacceptable to either thereof, acting reasonably, on appeal or otherwise; (c) in respect of the aspects of the Plan of Arrangement contemplating the issuance of Exchangeable Shares and the revision of the Warrants only, the S-3 Registration Statement shall have been declared or become effective under the U.S. Securities Act on or before the Effective Date, and, such registration statement, at its effective date and on the Closing Date shall not be the subject of any SEC stop-order or SEC proceedings seeking a stop-order, and the Arrangement shall, on the Closing Date, not be subject to any similar proceedings commenced or threatened by the Securities Authorities; (d) in respect of the aspects of the Plan of Arrangement contemplating the issuance of Exchangeable Shares and the revision of the Warrants only, the Acquiror Shares to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares or exercise of the Warrants shall have been approved for listing on the American Stock Exchange; (e) all approvals or exemptions under the Investment Canada Act (Canada) in connection with the Arrangement shall have been obtained on terms and conditions reasonably satisfactory to Acquiror; (f) all Regulatory Approvals shall have been obtained on reasonably satisfactory terms and conditions and shall be in full force and effect and all applicable statutory or regulatory waiting periods shall have expired or been terminated and no objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory waiting period which would adversely affect Acquiror's ability to consummate the Arrangement or the transactions contemplated hereby or which is or would be materially adverse to the consummation business of the Transactions Corporation and its Subsidiaries considered on a consolidated basis or to the value of the Shares to Acquiror; (g) without limiting the scope of the preceding subsection, any applicable waiting periods under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delawareearlier terminated, and shall have become effectiveany applicable waiting periods under any other competition, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effectivemerger control or similar law, (ii) no stop order suspending the effectiveness rule, regulation or policy or any approval or consent of any Registration Statement shall be governmental entity in effect, (iii) no similar restraining order shall have been entered by the SEC respect of competition or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactionsmerger control matters having jurisdiction, shall have terminated or expired or been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into obtained on reasonably satisfactory terms and shall be in full force and effectconditions; (h) there shall not exist any prohibition at law against the shares consummation of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on Arrangement or the NYSE, subject to official notice of issuancetransactions contemplated hereby; and (i) all conditions necessary (i) the Commissioner of Competition (the "COMMISSIONER") appointed under the Competition Act shall have issued an advance ruling certificate under Section 102 of the Competition Act in 36 respect of the acquisition of the Shares by Acquiror under the Arrangement (the "TRANSACTION"); or (ii) the applicable waiting period under Section 123 of the Competition Act shall have expired without the Commissioner having given notice that he intends to consummate make an application to the Xxxxxx Common Stock Exchange simultaneously with Competition Tribunal for an order under Section 92 of the Stock Sale Competition Act in respect of the Transaction; and no proceedings shall have been satisfiedtaken or threatened under the merger provisions of Part VIII of the Competition Act in respect of the Transaction.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement the parties hereto to consummate and effect the transactions contemplated by this Agreement is hereunder shall be subject to the fulfillment, satisfaction or waiver by both parties on or prior to before the Closing Date, of each Effective Date of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or the Arrangement and the other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions transactions contemplated hereby shall have been issued approved and remain adopted by the Shareholders and Optionholders, voting as a single class, in effectaccordance with applicable law (including the Interim Order) and the Corporation's articles and bylaws; (b) all waiting periods applicable to the consummation of the Transactions under the HSR Act Court shall have expired issued the Interim Order and Final Order approving the Arrangement each in form and substance reasonably satisfactory to Acquiror and the Corporation (such approvals not to be unreasonably withheld or been terminated delayed by Acquiror or the Corporation) reflecting the terms hereof and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements such orders shall not have been obtained set aside or mademodified in a manner unacceptable to either thereof, other than approvals and filingsacting reasonably, the failure to obtain on appeal or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Mergerotherwise; (c) all approvals of the FCC required in connection with the consummation of the Transactions S-3 Registration Statement shall have been obtaineddeclared or become effective under the U.S. Securities Act on or before the Effective Date, other than approvals with respect and, such registration statement, at its effective date and on the Closing Date shall not be the subject of any SEC stop-order or SEC proceedings seeking a stop-order, and the Arrangement shall, on the Closing Date, not be subject to Xxxxxx FCC Licenses that are immaterial to any similar proceedings commenced or threatened by the assets or business of Xxxxxx and its Subsidiaries taken as a wholeSecurities Authorities; (d) each the Acquiror Shares to be issued from time to time after the Effective Time upon exchange of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares of Surviving Corporation Common Stock to be Exchangeable Shares issued pursuant to the Merger Arrangement shall have been approved for listing on the NYSEAmerican Stock Exchange; (e) all Regulatory Approvals shall have been obtained on reasonably satisfactory terms and conditions and shall be in full force and effect and all applicable statutory or regulatory waiting periods shall have expired or been terminated and no objection or opposition shall have been filed, subject initiated or made during any applicable statutory or regulatory waiting period which would adversely affect Acquiror's ability to official notice consummate the Arrangement or the transactions contemplated hereby or which is or would be materially adverse to the business of issuancethe Corporation and its Subsidiaries considered on a consolidated basis or to the value of the Shares to Acquiror; (f) there shall not exist any prohibition at law against the consummation of the Arrangement or the transactions contemplated hereby; and (g) (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with Commissioner of Competition (the Stock Sale "COMMISSIONER") appointed under the Competition Act shall have issued an advance ruling certificate under Section 102 of the Competition Act in respect of the acquisition of the Shares by Acquiror under the Arrangement (the "TRANSACTION"); or (ii) the applicable waiting period under Section 123 of the Competition Act shall have expired or the requirements of Part IX of the Competition Act shall have been satisfiedwaived and the Commissioner shall have issued a written opinion, in terms satisfactory to the Acquiror in its sole discretion, to the effect that he is satisfied that there are no grounds upon which to seek an order from the Competition Tribunal under Section 92 of the Competition Act in respect of the Transaction.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement Seller and Buyer to consummate the transactions contemplated by this Agreement is are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or other No order or decree issued by a any court of competent jurisdiction located in the United States that prevents preventing the consummation of the Transactions shall have been issued and remain in effect; (b) all waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement hereby shall be in effect, nor shall any material proceeding initiated by any governmental authority of competent jurisdiction having valid enforcement authority seeking such an order be pending, nor shall there be any action taken, or any law or order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation of the transactions contemplated hereby illegal. (iiib) no similar restraining order Any waiting period (including any extension thereof) applicable to the purchase and sale of the Equipment to Buyer under the regulations of any other applicable governmental antitrust or competition authority shall have been entered terminated or expired and any waivers or approvals required by the SEC or any state or foreign securities law regulators with respect bodies applicable to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, transactions contemplated hereby shall have been received in accordance with Applicable Law; obtained; provided, however, that Buyer may, upon written notice to Seller not later than one (g1) day prior to the Ancillary Separation Agreements Closing Date, elect to extend the Closing Date to a date which is not later than ninety (90) days from the Effective Date, to permit for the termination or expiration of any such waiting period or the obtaining of any such waivers or approvals, as applicable. In the event the Closing is not extended pursuant to this Section 8.1(b), this Agreement shall have been entered into terminate and the Deposit shall be in full force and effect; (h) returned to Buyer. In the shares of Surviving Corporation Common Stock to be issued event the Closing is extended pursuant to this Section 8.1(b), and if Buyer has removed the Merger shall have been approved gas turbine engine from the site and has provided a temporary replacement thereof, then Seller agrees during the extended period to pay Buyer an amount equal to $7,000 for listing on each seven (7) day period or portion thereof as a stand-by fee plus $2,000 for each day that the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedtemporary equipment is operated.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party Acquiror and the Shareholders to this Agreement to consummate effect the transactions contemplated by this Agreement is hereby shall be subject to the fulfillment, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or all of which may be waived by the agreement of the parties, in whole or in part, to the extent permitted by applicable law: (a) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation positive advice of the Transactions Works Council with respect to the Acquisition and any other matter relating to the Acquisition for which positive advice is required shall have been issued and remain in effectobtained; (b) all waiting periods applicable to Acquiror, each of the Shareholders and the Escrow Agent shall each have executed and delivered the Escrow Agreement; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order which is in effect and which has the effect of making the Acquisition or the other transactions contemplated in this Agreement illegal or otherwise prohibiting consummation of the Transactions Acquisition or such other transactions; (d) the applicable waiting period under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approvalterminated; (e) the GM Charter Amendment applicable waiting period under any competition Law or Order of any foreign Governmental Entity shall have expired or been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCLterminated; (if) The Stichting and (if required by such entity's organizational documents) each entity to which the SEC Stichting has transferred depositary receipts representing interests in Company Shares shall have declared amended their respective articles and conditions of administration to enable them to consummate the Registration Statements effective, (ii) no stop order suspending Acquisition and the effectiveness of any Registration Statement shall be depositary receipt holders in effect, (iii) no similar restraining order the Stichting shall have been entered taken such action necessary to permit the Stichting to sell the Company Shares held by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law;it; and (g) the Ancillary Separation Agreements shall have been entered into and shall satisfaction of all applicable requirements imposed by Dutch Law that must be in full force and effect; (h) the shares of Surviving Corporation Common Stock satisfied prior to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedClosing.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party Party to this Agreement to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is to be consummated at the Closing are subject to the fulfillmentsatisfaction or, on to the extent permitted by applicable Legal Requirements, the written waiver by each of the Parties, at or prior to the Closing DateClosing, of each of the following conditions: (a) : Effectiveness of Registration Statement. The Form S-4 Registration Statement has been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 Registration Statement has been issued by the SEC and no proceedings for that purpose and no similar proceeding has been initiated or, to the Knowledge of Threshold, threatened by the SEC. No Restraints. No temporary restraining order, preliminary or permanent injunction or other order or decree preventing the consummation of the Merger has been issued by a any court of competent jurisdiction located or other Governmental Body of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement which has the United States that prevents effect of making the consummation of the Transactions shall have been issued and remain in effect;Merger illegal. (a) Molecular has obtained the Required Molecular Stockholder Vote, (b) all Threshold has obtained the Required Threshold Stockholder Vote, and (c) Molecular has received evidence, in form and substance satisfactory to it, that Merger Sub has obtained the Required Merger Sub Stockholder Vote. Regulatory Matters. Any waiting periods period applicable to the consummation of the Transactions Merger under the HSR Act shall have has expired or been terminated terminated, and all approvals ofthere shall not be in effect any voluntary agreement between Threshold, Merger Sub and/or Molecular, on the one hand, and the Federal Trade Commission, the Department of Justice or filings withany foreign Governmental Body, any Governmental Authority located in on the United States (other than the FCC) required hand, pursuant to which such Party has agreed not to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or madeMerger for any period of time; provided, other than approvals and filingsthat neither Molecular, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of one hand, nor Threshold or Merger Sub, on the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactionshand, shall have been received in accordance with Applicable Law; (g) enter into any such voluntary agreement without the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares written consent of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedParties.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement the parties hereto to consummate and effect the transactions contemplated by this Agreement is hereunder shall be subject to the fulfillment, satisfaction or waiver by both parties on or prior to before the Closing Date, of each Date of the following conditions: (a) no temporary restraining order, preliminary or permanent injunction or the Reorganization and the other order or decree issued by a court of competent jurisdiction located in the United States that prevents the consummation of the Transactions transactions contemplated hereby shall have been issued approved and remain adopted by the Shareholders, in effectaccordance with applicable law and the Corporation's articles and bylaws; (b) the Voting and Exchange Trust Agreement and Support Agreement shall have been executed and delivered by each of the parties thereto; (c) all Regulatory Approvals shall have been obtained on reasonably satisfactory terms and conditions and shall be in full force and effect and all applicable statutory or regulatory waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals ofno objection or opposition shall have been filed, initiated or filings with, made during any Governmental Authority located in the United States (other than the FCC) required applicable statutory or regulatory waiting period which would adversely affect Acquirer's ability to consummate the Reorganization or the transactions contemplated under hereby or which is or would be materially adverse to the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects business of the business Corporation or operations to the value of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect Shares to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a wholeAcquirer; (d) each no Shareholders shall have exercised their dissent rights under Section 191 of the Requisite Vote Matters shall have received the Requisite Stockholder ApprovalAct; (e) there shall not exist any prohibition at law against the GM Charter Amendment shall have been filed with the Secretary of State consummation of the State of Delaware, and shall have become effective, in accordance with Reorganization or the DGCLtransactions contemplated hereby; (if) the SEC shall have declared board of directors of the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement Acquirer shall be in effectcomprised of T. Murxxx Xxxxxx, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances Xhrxxxxxxxx X. Xxxxxxx, Xon Xxxxxxxx, Xom Xxxxx, Xcoxx Xxxxxxxx xxd Gorxxx Xxxxxxx. Xhe officers of the SEC Acquirer shall be T. Murxxx Xxxxxx, Xxecutive Chairman; Chrxxxxxxxx X. Xxxxxxx, Xresident and all material applicable state Chief Executive Officer; Karxx Xxxxx, Xhief Financial Officer; and foreign securities law regulators in connection with the TransactionsErrxx Xxxxxxx, shall have been received in accordance with Applicable LawXice-President, Exploration; (g) the Ancillary Separation Agreements Acquirer shall have been entered into employment agreements in replacement of the existing employment agreements with each of T. Murxxx Xxxxxx, Xhrxxxxxxxx X. Xxxxxxx, Xarxx Xxxxx xxd Errxx Xxxxxxx xx terms and shall be in full force conditions consistent with customary industry practices and effect;standards; and (h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger fairness opinion described in Section 2.4(b) shall have been approved for listing on delivered to the NYSE, subject to official notice Board of issuance; and (i) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedDirectors.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement is Merger are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Effective Time of the following conditionsconditions precedent: (a) no The shareholders of each of the Company and the Merger Subsidiary shall have approved the Plan of Merger, as and to the extent required by the VSCA or other applicable Law, and by the provisions of any governing instruments. (b) All authorizations, consents, orders, permits or approvals of, or declarations or filings with, any Governmental Authority required to consummate the Merger shall have been filed, have occurred or been obtained and shall remain in full force and effect and all statutory waiting periods, including under the HSR Act, in respect thereof shall have expired or been terminated. (c) No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction located in the United States that prevents preventing the consummation of the Transactions shall have been issued and remain in effect; (b) all waiting periods applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Merger; (c) all approvals of the FCC required in connection with the consummation of the Transactions shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole; (d) each of the Requisite Vote Matters shall have received the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL; (i) the SEC shall have declared the Registration Statements effective, (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable Law; (g) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effect; (h) the shares of Surviving Corporation Common Stock to be issued pursuant to the Merger shall have been approved for listing on issued by any court of competent jurisdiction or any other Government Authority and shall remain in effect, and there shall not be any Law, action or proceeding enacted, promulgated, adopted or deemed applicable to the NYSEMerger Transactions that makes consummation of the Merger or the Offer, subject to official notice as applicable, illegal or otherwise prohibits the consummation of issuance; andthe Merger or the Offer, as applicable. (id) all conditions necessary Merger Subsidiary shall have purchased, or caused to consummate be purchased, the Xxxxxx shares of Company Common Stock Exchange simultaneously with tendered pursuant to the Stock Sale Offer; provided, however, that this condition shall be deemed to have been satisfiedsatisfied with respect to the obligation of Parent and Merger Subsidiary to effect the Merger if Merger Subsidiary fails to accept for payment or pay for shares of Company Common Stock validly tendered pursuant to the Offer in violation of the terms of the Offer or of this Agreement.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by the other parties in whole or in part to the extent permitted by applicable Law): (a) no temporary restraining order, preliminary or permanent injunction or other order or decree issued there shall not be in effect any Order by a court Governmental Body of competent jurisdiction located in the United States that prevents makes illegal, enjoins or otherwise prohibits the consummation of the Transactions shall have been issued and remain in effecttransactions contemplated hereby; (b) all the waiting periods period applicable to the consummation of the Transactions transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and all approvals of, or filings with, any Governmental Authority located in the United States (other than the FCC) required to consummate the transactions contemplated under the Transaction Agreements early termination shall have been obtained or made, other than approvals granted; and filings, the failure to obtain or make which, in the aggregate, would not reasonably be expected to Competition Act Approval shall have a material adverse effect on the prospects of the business or operations of the Surviving Corporation following the Mergerbeen obtained; (c) all approvals of the FCC required in connection with the consummation of the Transactions each approval from a third party or Governmental Body listed on Schedule 8.1(c) shall have been obtained, other than approvals with respect to Xxxxxx FCC Licenses that are immaterial to the assets or business of Xxxxxx and its Subsidiaries taken as a whole;granted; and (d) the applicable parties have finalized, executed and delivered to each of the Requisite Vote Matters shall have received other parties the Requisite Stockholder Approval; (e) the GM Charter Amendment shall have been filed with the Secretary of State of the State of Delaware, and shall have become effective, in accordance with the DGCL;following agreements: (i) the SEC shall have declared Limited Liability Company Agreements of the Registration Statements effectiveUS Completions JV and of the US Pressure Pumping JV, substantially in the form of Exhibit A (each a “Limited Liability Company Agreement”); (ii) no stop order suspending the effectiveness of any Registration Statement shall be in effect, CA JV Company Formation Documents; (iii) no similar restraining order shall have been entered by the SEC or any state or foreign securities law regulators with respect to the Transactions and Transfer Documents; (iv) all required approvals and clearances of the SEC and all material applicable state and foreign securities law regulators in connection with the Transactions, shall have been received in accordance with Applicable LawWeatherford Supply Agreements; (gv) the Ancillary Separation Agreements shall have been entered into and shall be in full force and effectSchlumberger Supply Agreements; (hvi) the shares of Surviving Corporation Common Stock to be issued pursuant to Weatherford IP License Agreements; (vii) the Merger shall have been approved for listing on Schlumberger IP License Agreements; (viii) the NYSE, subject to official notice of issuanceInbound IP License Agreements; (ix) the Shared Services Agreements; (x) the Transition Services Agreement; and (ixi) all conditions necessary to consummate the Xxxxxx Common Stock Exchange simultaneously with the Stock Sale shall have been satisfiedEmployee Matters Agreement.