Common use of Conditions to Each Party’s Obligation to Effect the Closing Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated under this Agreement under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) No statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Government Entity having jurisdiction which prohibits, restrains or enjoins consummation of the Conversion or the contemplated transactions; (c) Each of EML and EHC shall have obtained the third party consents and approvals (other than consents and approvals required by Governmental Requirements), in form reasonably satisfactory to them, listed in Section 2.5 of the EHC Disclosure Schedule or in Section 3.5 of EML Disclosure Schedule and, in each case, indicated therein as being a condition to the Closing; (d) Each of EML and EHC shall have made such filings, and obtained such permits, authorizations, consents, or approvals (including the consent of the Insurance Commissioner approving the Conversion and the Merger under Pennsylvania law) required by Governmental Requirements to consummate the Contemplated Transactions, in form reasonably satisfactory to them, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of Pennsylvania, which permits, authorizations, consents, and approvals may be subject only to (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactions, and (ii) conditions with respect to the Plan of Conversion or the Merger that do not impose terms that are materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to EHC or EML of the Conversion and the Merger, or would not reasonably be expected to have an EML Material Adverse Effect or an EHC Material Adverse Effect (after giving effect to the consummation of the Conversion); (e) The appraised value of EML shall have been confirmed by the Appraiser as of the last day of the Subscription Offering or the last day of the Community Offering, whichever is later, and an aggregate dollar amount of HoldCo Common Stock falling within the Valuation Range shall have been offered and sold in accordance with the Plan of Conversion; (f) The Plan of Conversion, this Agreement, and the Amended Articles of Incorporation shall have been approved and adopted by the requisite vote of the Eligible Members in accordance with Applicable Law; (g) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (h) HoldCo Common Stock issuable to subscribers pursuant to the Plan of Conversion and issuable to EHC Stockholders pursuant to this Agreement shall have been authorized for listing on the NASDAQ upon official notice of issuance thereof; (i) Each of the conditions set forth in the Plan of Conversion shall have been satisfied or waived; (j) The number of shares of EHC Common Stock that are the subject of dissenters rights under Applicable Laws shall not exceed 10% of all shares of EHC Common Stock issued and outstanding immediately prior to the Effective Date; (k) EML, EHC, and HoldCo shall have received either: (1) (A) a private letter ruling from the IRS (the “PLR”) in which the IRS shall have ruled, in form and substance reasonably satisfactory to EML and EHC, that (a) the occurrence of the Merger immediately after EHC becomes a Pennsylvania corporation in the domestication transaction pursuant to Section 1.3(b) hereof (the “Domestication Transaction”) shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and (b) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of section 368(a) of the Code and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, and (B) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, dated as of the Closing Date, to the effect that, on the basis of the PLR and certain facts, customary representations and assumptions set forth in or referred to in such opinions or the PLR that are consistent with the facts existing at the Closing Date, for federal income tax purposes (i) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; or (2) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, to the effect that, on the basis of certain facts, customary representations and assumptions set forth in or referred to in such opinions that are consistent with the facts existing at the Closing Date, (A) the occurrence of the Merger immediately after the Domestication Transaction shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, (B) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of Section 368(a) of the Code, and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, (C) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (D) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; provided that the condition contained in this Section 7.1(k) may only be waived by both EML and EHC; (l) The registration of the HoldCo Common Stock under Section 12 of the Exchange Act shall be effective; (m) The Offerings and the Conversion shall have been effected prior to or simultaneously with the Merger, and the net proceeds of the Offerings shall have been released to HoldCo from escrow in accordance with the Plan of Conversion; and (n) The Plan of Merger and this Agreement shall have been approved and adopted by the requisite vote of EHC Stockholders, including any class vote of EHC Stockholders as is required by Section 1906 of the PBCL.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated under this Agreement under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) No statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Government Entity having jurisdiction which prohibits, restrains or enjoins consummation of the Conversion or the contemplated transactionsContemplated Transactions; (cb) Each of EML Lebanon Mutual and EHC shall have obtained the third party consents and approvals (other than consents and approvals required by Governmental Requirements), in form reasonably satisfactory to them, listed in Section 2.5 of the EHC Disclosure Schedule or in Section 3.5 of EML Disclosure Schedule and, in each case, indicated therein as being a condition to the Closing; (d) Each of EML and EHC MTS shall have made such filings, and obtained such permits, authorizations, consents, or approvals (including the consent approval of the Insurance Commissioner approving Commissioner, under Pennsylvania law of the Conversion and the Merger under Pennsylvania lawother Contemplated Transactions) required by Governmental Requirements to consummate the Contemplated Transactions, in form reasonably satisfactory to them, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of Pennsylvania, which permits, authorizations, consents, and approvals may be subject only to (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactions, and (ii) conditions with respect to the Plan of Conversion or the Merger other Contemplated Transactions that do not impose terms that are materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to EHC MTS or EML Lebanon Mutual of the Conversion and the Mergerother Contemplated Transactions, or would not reasonably be expected to have an EML Lebanon Mutual Material Adverse Effect or an EHC MTS Material Adverse Effect (after giving effect to the consummation of the Conversion); (ec) The appraised value of EML Lebanon Mutual shall have been confirmed by the Appraiser as of the last day of the Subscription Offering or the last day of the Community Offering, whichever is later, and an aggregate dollar amount of HoldCo Common Stock falling within the Valuation Range shall have been offered and sold in accordance with the Plan of Conversion; (fd) The Plan of Conversion, this Agreement, Conversion and the Amended Articles of Incorporation Amendment shall have been approved and adopted by the requisite vote of the Eligible Members in accordance with Applicable Law; (ge) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (hf) HoldCo Common Stock issuable to subscribers pursuant to the Plan of Conversion and issuable to EHC Stockholders pursuant to this Agreement shall have been authorized for listing on the NASDAQ upon official notice of issuance thereof; (ig) Each of the conditions set forth in the Plan of Conversion shall have been satisfied or waived; (jh) The number of shares of EHC Common Stock that are the subject of dissenters rights under Applicable Laws shall not exceed 10% of all shares of EHC Common Stock issued and outstanding immediately prior to the Effective Date; (k) EML, EHC, Lebanon Mutual and HoldCo shall have received either: (1) (A) a private letter ruling from the IRS (the “PLR”) in which the IRS shall have ruled, in form and substance reasonably satisfactory to EML and EHC, that (a) the occurrence of the Merger immediately after EHC becomes a Pennsylvania corporation in the domestication transaction pursuant to Section 1.3(b) hereof (the “Domestication Transaction”) shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and (b) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of section 368(a) of the Code and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, and (B) opinions an opinion of counsel from Xxxxxxx Sxxxxxx & XxxLxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, dated as of the Closing Date, to the effect that, on the basis of the PLR and certain facts, customary representations and assumptions set forth in or referred to in such opinions or the PLR that are consistent with the facts existing at the Closing Date, for federal income tax purposes (i) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; or (2) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, PC to the effect that, on the basis of certain facts, customary representations and assumptions set forth in or referred to in such opinions that are consistent with the facts existing at the Closing Date, (A) the occurrence of the Merger immediately after the Domestication Transaction shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, (B) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of Section 368(a) of the Code, and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, (C) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (D) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; provided that the condition contained in this Section 7.1(k7.1(i) may only be waived by both EML Lebanon Mutual and EHCMTS; (li) The registration of the HoldCo Common Stock under Section 12 of the Exchange Act shall be effective;; and (mj) The Offerings and the Conversion shall have been effected prior to or simultaneously with the MergerClosing, and the net proceeds of the Offerings shall have been released to HoldCo from escrow in accordance with the Plan of Conversion; and (n) The Plan of Merger and this Agreement shall have been approved and adopted by the requisite vote of EHC Stockholders, including any class vote of EHC Stockholders as is required by Section 1906 of the PBCL.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) Any any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated under this Agreement acquisition under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) No no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Government Entity Governmental Body having jurisdiction which that prohibits, restrains or enjoins consummation of the Conversion or the contemplated transactions; (c) Each of EML and EHC FPIG shall have obtained the third party consents and approvals (other than consents and approvals required by Governmental Requirements), in form reasonably satisfactory to them, ) listed in Section 2.5 3.6(b) of the EHC FPIG Disclosure Schedule or in Section 3.5 of EML Disclosure Schedule and, in each case, and indicated therein as being a condition to the Closing; (d) Each each of EML FPIG and EHC Xxxxxx shall have made such filings, and obtained such permits, authorizations, consents, or approvals (including the consent of the Insurance Commissioner approving the Conversion and the Merger under Pennsylvania law) required by Governmental Requirements to consummate the Contemplated Transactions, in form reasonably satisfactory to themtransactions contemplated hereby, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of California and Pennsylvania, which permits, authorizations, consents, and approvals may be subject only to to: (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactionsauthorities, and (ii) conditions with respect to the Plan of Conversion or the Merger that do not impose terms that are materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to EHC FPIG or EML Xxxxxx of the Conversion and the Mergerthis Agreement, or would not reasonably be expected to have an EML a Material Adverse Effect or an EHC Effect, and (iii) other conditions that would not reasonably be expected to have a Material Adverse Effect (after giving effect to the consummation of the Conversion);Effect; and (e) The appraised value of EML shall have been confirmed by the Appraiser as of the last day of the Subscription Offering or the last day of the Community Offering, whichever is later, and an aggregate dollar amount of HoldCo Common Stock falling within the Valuation Range shall have been offered and sold in accordance with the Plan of Conversion; (f) The Plan of Conversion, this This Agreement, and the Amended Articles of Incorporation shall have been approved and adopted by the requisite vote of the Eligible Members stockholders of FPIG in accordance with Applicable Law; (g) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (h) HoldCo Common Stock issuable to subscribers pursuant to the Plan of Conversion and issuable to EHC Stockholders pursuant to this Agreement shall have been authorized for listing on the NASDAQ upon official notice of issuance thereof; (i) Each of the conditions set forth in the Plan of Conversion shall have been satisfied or waived; (j) The number of shares of EHC Common Stock that are the subject of dissenters rights under Applicable Laws shall not exceed 10% of all shares of EHC Common Stock issued and outstanding immediately prior to the Effective Date; (k) EML, EHC, and HoldCo shall have received either: (1) (A) a private letter ruling from the IRS (the “PLR”) in which the IRS shall have ruled, in form and substance reasonably satisfactory to EML and EHC, that (a) the occurrence of the Merger immediately after EHC becomes a Pennsylvania corporation in the domestication transaction pursuant to Section 1.3(b) hereof (the “Domestication Transaction”) shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and (b) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of section 368(a) of the Code and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, and (B) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, dated as of the Closing Date, to the effect that, on the basis of the PLR and certain facts, customary representations and assumptions set forth in or referred to in such opinions or the PLR that are consistent with the facts existing at the Closing Date, for federal income tax purposes (i) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; or (2) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, to the effect that, on the basis of certain facts, customary representations and assumptions set forth in or referred to in such opinions that are consistent with the facts existing at the Closing Date, (A) the occurrence of the Merger immediately after the Domestication Transaction shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, (B) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of Section 368(a) of the Code, and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, (C) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (D) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; provided that the condition contained in this Section 7.1(k) may only be waived by both EML and EHC; (l) The registration of the HoldCo Common Stock under Section 12 of the Exchange Act shall be effective; (m) The Offerings and the Conversion shall have been effected prior to or simultaneously with the Merger, and the net proceeds of the Offerings shall have been released to HoldCo from escrow in accordance with the Plan of Conversion; and (n) The Plan of Merger and this Agreement shall have been approved and adopted by the requisite vote of EHC Stockholders, including any class vote of EHC Stockholders as is required by Section 1906 of the PBCL.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (a) Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated under this Agreement under the HSR Act shall have expired or been terminated, and no No action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of this transaction, which action shall have not been withdrawn or terminated; (b) No statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Government Entity Governmental Body having jurisdiction which that prohibits, restrains or enjoins consummation of the Conversion or the contemplated transactions; (c) Each of EML and EHC Employers shall have obtained the third party consents and approvals (other than consents and approvals required by any Governmental Requirements), in form reasonably satisfactory to them, Body) listed in Section 2.5 of the EHC Disclosure Schedule or in Section 3.5 of EML Disclosure Schedule and, in each case, 3.6(b) and indicated therein as being a condition to the Closing; (d) Each of EML Employers and EHC Eastern shall have made such filings, and obtained such permits, authorizations, consents, or approvals (required by any Governmental Body, including the consent payment of the Insurance Commissioner approving the Conversion and the Merger under Pennsylvania law) required intercompany dividends by Governmental Requirements Eastern Subsidiaries to Eastern, to consummate the Contemplated Transactions, in form reasonably satisfactory to themtransactions contemplated hereby, and the appropriate forms shall have been executed, filed and approved as required by the corporate and insurance laws and regulations of the applicable jurisdictions, including the Commonwealth of Pennsylvania, Indiana and Pennsylvania which permits, authorizations, consents, and approvals may be subject only to to: (i) conditions customarily imposed by insurance regulatory authorities in demutualization transactionsauthorities, and (ii) conditions with respect to the Plan of Conversion or the Merger that do not impose terms that are materially inconsistent with any material terms contained in the Plan of Conversion and this Agreement in a manner that adversely affects the economic value to EHC Employers or EML Eastern of the Conversion and the Mergerthis Agreement, or would not reasonably be expected to have an EML a Material Adverse Effect or an EHC Effect, and (iii) other conditions that would not reasonably be expected to have a Material Adverse Effect (after giving effect to the consummation of the Conversion)Effect; (e) The appraised value of EML This Agreement and the Merger shall have been confirmed approved by the Appraiser as of the last day of the Subscription Offering or the last day of the Community Offering, whichever is later, and an aggregate dollar amount of HoldCo Common Stock falling within the Valuation Range shall have been offered and sold Employers Shareholders in accordance with the Plan Constituent Documents of Conversion;Employers and the Indiana Business Corporation Law; and (f) The Plan of Conversion, this Agreement, and the Amended Articles of Incorporation shall have been approved and adopted by the requisite vote of the Eligible Members in accordance with Applicable Law; (g) The Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (h) HoldCo Common Stock issuable to subscribers pursuant to the Plan of Conversion and issuable to EHC Stockholders pursuant parties to this Agreement and Shareholders Representative shall have been authorized for listing on executed and delivered the NASDAQ upon official notice of issuance thereof; (i) Each of the conditions set forth in the Plan of Conversion shall have been satisfied or waived; (j) The number of shares of EHC Common Stock that are the subject of dissenters rights under Applicable Laws shall not exceed 10% of all shares of EHC Common Stock issued and outstanding immediately prior to the Effective Date; (k) EML, EHC, and HoldCo shall have received either: (1) (A) a private letter ruling from the IRS (the “PLR”) in which the IRS shall have ruled, in form and substance reasonably satisfactory to EML and EHC, that (a) the occurrence of the Merger immediately after EHC becomes a Pennsylvania corporation in the domestication transaction pursuant to Section 1.3(b) hereof (the “Domestication Transaction”) shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, and (b) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of section 368(a) of the Code and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, and (B) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, dated as of the Closing Date, to the effect that, on the basis of the PLR and certain facts, customary representations and assumptions set forth in or referred to in such opinions or the PLR that are consistent with the facts existing at the Closing Date, for federal income tax purposes (i) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (ii) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; or (2) opinions of counsel from Xxxxxxx & Xxx, PC, and Xxxxxx, Xxxxx & Bockius, LLP, to the effect that, on the basis of certain facts, customary representations and assumptions set forth in or referred to in such opinions that are consistent with the facts existing at the Closing Date, (A) the occurrence of the Merger immediately after the Domestication Transaction shall not disqualify (i) the Domestication Transaction from qualifying for federal income purposes as a reorganization within the meaning of section 368(a)(1)(F) of the Code or (ii) the Merger from qualifying for federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code, (B) for federal income tax purposes (i) the Conversion will be a reorganization within the meaning of Section 368(a) of the Code, and (ii) the Merger will not disqualify the Conversion from qualifying as a reorganization within the meaning of section 368(a) of the Code, (C) the Domestication Transaction will be a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (D) the Merger will be a reorganization within the meaning of Section 368(a) of the Code; provided that the condition contained in this Section 7.1(k) may only be waived by both EML and EHC; (l) The registration of the HoldCo Common Stock under Section 12 of the Exchange Act shall be effective; (m) The Offerings and the Conversion shall have been effected prior to or simultaneously with the Merger, and the net proceeds of the Offerings shall have been released to HoldCo from escrow in accordance with the Plan of Conversion; and (n) The Plan of Merger and this Agreement shall have been approved and adopted by the requisite vote of EHC Stockholders, including any class vote of EHC Stockholders as is required by Section 1906 of the PBCLEscrow Agreement.