Common use of Conditions to Consummation of the Mergers Clause in Contracts

Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers are subject to the satisfaction or written waiver on or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Zurn xxx of USI; (b) no statute, rule, regulation, executive order, decree, ruling or injunction which has the continuing effect of prohibiting the consummation of the Mergers shall have been enacted, entered, promulgated or enforced against any Party by any United States court or United States governmental authority; (c) any waiting period applicable to the Mergers under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received, subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect on Superholdco; (d) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (e) each of Superholdco and Zurn xxxll have received a letter from E&Y dated as of the Closing Date and addressed to Superholdco and Zurn, xx applicable, stating in substance that each of the Mergers will qualify as a pooling of interests transaction under APB Xx. 00 xxx applicable SEC rules and regulations; and (f) the Superholdco Common Stock issuable in the Mergers shall have been authorized for listing on the NYSE, upon official notice of issuance.

Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers are subject to the satisfaction or written waiver on or prior to the Closing Date of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of Zurn xxx and of USI; (b) no statute, rule, regulationregulxxxxn, executive order, decree, ruling or injunction which has the continuing effect of prohibiting the consummation of the Mergers shall have been enacted, entered, promulgated or enforced against any Party by any United States court or United States governmental authority; (c) any waiting period applicable to the Mergers under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received, subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect on Superholdco; (d) the S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (e) each of Superholdco and Zurn xxxll shall have received a letter from E&Y dated as of the Closing Closxxx Date and addressed to Superholdco and Zurn, xx as applicable, stating in substance that each of the Mergers Mergxxx will qualify as a pooling of interests transaction under APB XxNo. 00 xxx 16 and applicable SEC rules and regulations; and (f) the Superholdco Common Stock issuable in the Mergers shall have been authorized for listing on the NYSE, upon official notice of issuance.

Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers8.1. CONDITIONS TO ALL COMPANIES' OBLIGATION TO EFFECT THE MERGERS. The respective obligations of each party hereto all Companies to effect the Mergers are transactions contemplated herein shall be subject to the satisfaction or written waiver on at or prior to the Closing Date Effective Time of the following conditions, any one of which may be waived by all, but not less than all, Companies: (a) this The execution, delivery and consummation of the Master Debt Restructuring Agreement among General Electric Company, General Electric Capital Corporation, InSight, AHSC and MHC, which is an exhibit to the Preferred Stock Acquisition Agreement. (b) The SEC shall have declared the Registration Statement effective. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Proxy Statement, shall have been initiated or threatened in writing by the SEC. (c) This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote of the stockholders of Zurn xxx of USI;each Company in accordance with applicable law. (bd) no No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of either Merger shall have been issued and remain in effect. No statute, rule, regulation, executive order, decreestay, ruling decree or injunction which has the continuing effect of prohibiting the consummation of the Mergers judgment shall have been enacted, entered, issued, promulgated or enforced against any Party by any United States court or United States governmental authority; authority which prohibits or restricts the consummation of either Merger or related transactions. Other than the filing of the Certificates of Merger with the Secretary of State of Delaware, all authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any governmental entity (call of the foregoing, "Consents") any waiting period applicable to which are necessary for the consummation of the Merger, other than Consents which, if not obtained, would have no material adverse effect on the consummation of the Mergers under or on the HSR Act shall have terminated or expiredSurviving Corporations and their subsidiaries, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby taken as a whole, shall have been either filed filed, occurred or receivedbeen obtained (all such permits, subject approvals, filings and consents and the lapse of all such waiting periods being referred to as the "Requisite Regulatory Approvals") and all such exceptions as would not, individually Requisite Regulatory Approvals shall be in full force and effect. All state securities or blue sky permits and other authorizations necessary to issue the InSight Shares in exchange for the aggregate, have a Material Adverse Effect on Superholdco; (d) Shares of AHSC and MHC and to consummate the S-4 Merger shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order;been received. (e) each There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to any Merger, by any federal or state governmental entity which, in connection with the grant of Superholdco and Zurn xxxll have received a letter from E&Y dated as Requisite Regulatory Approval, imposes any condition or restriction upon any Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon any Company or its subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Closing Date and addressed transactions contemplated by this Agreement as to Superholdco and Zurn, xx applicable, stating in substance that each render inadvisable the consummation of the Mergers will qualify as a pooling of interests transaction under APB Xx. 00 xxx applicable SEC rules and regulations; andMerger. (f) The aggregate amount of cash required to be paid on account of all Excluded Shares, as provided for in Section 3.6 hereof, shall not exceed ten percent (10%) of the Superholdco Common Stock value of the InSight Shares issuable in exchange for Shares of AHSC and MHC at the Mergers Effective Time. (g) InSight (or, as applicable, the respective Companies) shall have been authorized for listing on taken all necessary action to adopt the NYSE, upon official notice of issuanceoption plan and shall have offered to enter into the agreements referred to in Section 2.5 hereof.

Conditions to Consummation of the Mergers. SECTION 6.1 Conditions to Each Party's Obligations to Effect the Mergers. The respective obligations of each party hereto to effect the Mergers and the other transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Related Transactions) are subject to the satisfaction or written waiver on at or prior to the Closing Date Effective Time of the Mergers of the following conditions: (a) this Agreement and the Related Agreements shall have been approved and adopted by the requisite vote of the boards of directors of the Playboy Entities, the Company Board, the board of directors of any of the Company Subsidiaries which is a party to any of the Related Agreements, and the stockholders of Zurn xxx of USIthe Company; (b) no statute, rule, regulation, executive order, decree, ruling or injunction which has the continuing effect of prohibiting the consummation of the Mergers shall have been enacted, entered, promulgated or enforced against any Party by any United States court Governmental Entity which prohibits, restrains, enjoins or United States governmental authorityrestricts the consummation of the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Mergers and the Related Transactions) or which subjects any party to substantial damages as a result of the consummation of the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Mergers and the Related Transactions); (c) any waiting period applicable to Person required in connection with the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Mergers under and the Related Transactions) to file a notification and report form in compliance with the HSR Act shall have filed such form and any applicable waiting period with respect to each such form (including any extension thereof by reason of a request for additional information) shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received, subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect on Superholdco; (d) the S-4 and the S-1 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (e) each of Superholdco and Zurn xxxll all governmental or regulatory notices (other than those in connection with the HSR Act) or approvals required with respect to the transactions contemplated by this Agreement or the Related Agreements shall have received a letter from E&Y dated as of the Closing Date and addressed to Superholdco and Zurn, xx applicable, stating in substance that each of the Mergers will qualify as a pooling of interests transaction under APB Xx. 00 xxx applicable SEC rules and regulationsbeen either filed or received; and (f) the Superholdco Common Stock issuable in the Mergers Related Agreements shall have been authorized for listing on executed and delivered and the NYSE, upon official notice Related Transactions shall have been consummated in accordance with the terms of issuancethe Related Agreements.