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

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver by the Company and Parent, to the extent permissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party) at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) The Parent Stockholder Approval shall have been obtained. (c) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced. (d) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers. (i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated, and (ii) all other filings, notices, approvals and clearances identified in Section 6.1(e) of the Company Disclosure Schedule shall have been obtained or filed or shall have occurred. (f) The shares of Parent Common Stock to be issued in the Initial Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations obligation of each party to effect the Mergers shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions (any or waiver all of which may be waived by the Company and Parentparties hereto in writing, in whole or in part, to the extent permissible under permitted by applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party) at or prior to the Effective Time of the following conditions:Law): (a) The Company Shareholder Approval (i) This Agreement shall have been obtained.adopted by the Required Company Vote in accordance with the DGCL and (ii) the Parent Proposal shall have been approved by the Parent Required Vote; (b) The Parent Stockholder Approval No statute, rule, order, decree or regulation shall have been obtained.enacted or promulgated, and no action shall have been taken, by any Governmental Entity of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Mergers or makes consummation of the Mergers illegal; (c) The Form S-4 shall have become effective in accordance with the provisions of the Securities Act waiting period (and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect and no proceeding any extension thereof) applicable to that effect shall have been commenced. (d) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers. (i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated; (d) The S-4 shall have been declared effective, and no stop order suspending the effectiveness of the S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (iie) all other filings, notices, approvals and clearances identified in Section 6.1(e) The Parent Common Stock issuable to the stockholders of the Company Disclosure Schedule shall have been obtained or filed or shall have occurred. (f) The shares of Parent Common Stock pursuant to be issued in the Initial Merger shall have been approved authorized for listing on the NYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or waiver by the Company Mars and Parent, to the extent permissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving partyGalaxy) at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Galaxy Stockholder Approval shall have been obtained. (b) The Parent Mars Stockholder Approval shall have been obtained. (c) The Form S-4 No law or regulation shall have become effective been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Entity shall be in accordance with effect (a “Restraint”), in each case which has the provisions effect of making the Mergers illegal or otherwise enjoining or prohibiting the consummation of the Mergers. (d) Any applicable waiting period under the HSR Act (and any extension thereof) relating to the Mergers shall have expired or been earlier terminated, any waiting periods (and extensions thereof) applicable to the transactions contemplated by this Agreement under the other applicable antitrust or competition laws and regulations listed on Schedule 6.1(d) -1 shall have expired or been earlier terminated, and the approvals listed on Schedule 6.1(d) have been received. (e) The Registration Statement shall have been declared effective under the Securities Act and Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to proceedings for that effect purpose shall have been commenced. (d) No injunction initiated or threatened in writing by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers. (i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated, and (ii) all other filings, notices, approvals and clearances identified in Section 6.1(e) of the Company Disclosure Schedule shall have been obtained or filed or shall have occurredSEC. (f) The shares of Parent Holdco Common Stock to be issued issuable in the Initial Merger Mergers shall have been approved for listing listed on the NYSENasdaq Global Select Market, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of each party to effect the Mergers shall be subject to the fulfillment (or written waiver by the Company Consonant and Parent, to the extent permissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving partyVowel) at or prior to the Effective Time of the following conditions: (a) The Company Shareholder Vowel Stockholder Approval shall have been obtained. (b) The Parent Stockholder Approval No Law shall have been obtainedadopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority shall be in effect (a “Restraint”), in each case which has the effect of making any of the Holdings III Merger Transactions or the Mergers illegal or otherwise enjoining or prohibiting the consummation of any of the Holdings III Merger Transactions or the Mergers. (c) The Form S-4 Any applicable waiting period under the HSR Act (and any extension thereof) relating to the Mergers shall have become expired or been earlier terminated and any waiting periods (and extensions thereof) applicable to the transactions contemplated by this Agreement under any other applicable antitrust or competition laws and regulations shall have expired or been earlier terminated. (d) The Registration Statement shall have been declared effective in accordance with the provisions of under the Securities Act and Act, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to Proceedings for that effect purpose shall have been commencedinitiated or threatened in writing by the SEC. (d) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers. (i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated, and (ii) all other filings, notices, approvals and clearances identified in Section 6.1(e) of the Company Disclosure Schedule shall have been obtained or filed or shall have occurred. (f) The shares of Parent Common Stock to be issued in the Initial Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations obligation of each party to effect the Mergers shall be subject to the fulfillment (or waiver by the Company and Parent, to the extent permissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party) satisfaction at or prior to each of the INSCX Xxxective Time and the PICOM Effective Time of the following conditions: (a) The Company Shareholder Approval This Agreement and the transactions contemplated by this Agreement shall have been obtainedapproved and adopted by the requisite affirmative vote of the holders of Professionals Group Common Stock entitled to vote thereon. (b) The Parent Stockholder Approval This Agreement and the transactions contemplated by this Agreement shall have been obtainedapproved and adopted by the requisite affirmative vote of the Voting Members of PPTF entitled to vote thereon. (c) The Form S-4 shares of Professionals Group Common Stock which shall have become effective in accordance with be issued to the provisions Eligible Members of PPTF upon consummation of the Securities Act and no stop order suspending the effectiveness of the Form S-4 INSCX Xxxger shall have been issued by the SEC authorized for trading and remain in effect and no proceeding to that effect shall have been commenced. (d) No injunction by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no Law shall have been adopted that remains in effect or be effective, in each case that prevents, enjoins, prohibits or makes illegal the consummation of the Mergers. (i) All waiting periods applicable to the Mergers under the HSR Act shall have expired or been terminated, and (ii) all other filings, notices, approvals and clearances identified in Section 6.1(e) of the Company Disclosure Schedule shall have been obtained or filed or shall have occurred. (f) The shares of Parent Common Stock to be issued in the Initial Merger shall have been approved for listing reporting on the NYSENasdaq National Market, subject to official notice of issuance. (d) The INSCX Xxxtificate of Merger and the PICOM Certificates of Merger shall have been filed with the appropriate Governmental Entities immediately prior to the Closing. (e) All approvals of Governmental Entities required to consummate the transactions contemplated by this Agreement shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, without the imposition of any condition