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

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each of the Parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) the Match Disinterested Stockholder Approval shall have been obtained; (b) the IAC Required Stockholder Approval shall have been obtained; (c) the Match Stockholder Approval shall have been obtained; (d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter shall have been obtained; (e) IAC, Match and New IAC shall have received the Distribution Tax Opinion; (f) IAC and Match shall have received the Merger Tax Opinion; (g) one or more opinions from an independent firm reasonably acceptable to IAC at the time or times requested by the IAC Board of Directors shall have been obtained with respect to the adequacy of surplus under Delaware law with respect to IAC to effect the Mandatory Exchange and the solvency of IAC immediately prior to the consummation of the Transactions and each of New IAC and New Match immediately after the consummation of the Transactions; (h) one or more opinions from an independent firm reasonably acceptable to Match at the time or times requested by the Match Separation Committee or the Match Board of Directors shall have been obtained with respect to the solvency of New Match immediately after the consummation of the Transactions; (i) 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; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuance.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation of each of the Parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by Law, waiver) on or prior to the Closing Distribution Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) the Match Disinterested Stockholder Approval shall have been obtained; (b) the IAC Required Stockholder Approval shall have been obtained; (c) the Match Stockholder Approval shall have been obtained; (d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter shall have been obtained; (e) IAC, Match and New IAC Dell shall have received the Distribution Tax OpinionOpinion and the Private Letter Ruling; (fb) IAC an opinion from a nationally recognized and Match shall have received the Merger Tax Opinion; (g) one or more opinions from an independent firm selected by Dell and reasonably acceptable to IAC at VMware and the time or times requested by the IAC Board of Directors VMware Special Committee shall have been obtained with respect that, as of the Distribution Date and after giving effect to the adequacy of VMware Special Dividend, (i) the surplus under Delaware law with respect to IAC the DGCL of each member of the Dell Group that is a corporation and must distribute VMware Common Stock in order to effect the Mandatory Exchange Internal Distributions and the solvency of IAC immediately prior to Distribution, exceeds the consummation amount of the Transactions applicable Internal Distribution or the Distribution, as applicable, and each of New IAC and New Match (ii) immediately after the consummation of each such Internal Distribution or Distribution, as applicable, each member of the TransactionsDell Group that must distribute VMware Common Stock in order to effect the Internal Distributions and the Distribution will meet the Solvency Standards; (hc) one or more opinions an opinion from an a nationally recognized and independent firm selected by VMware and reasonably acceptable to Match at the time or times requested by the Match Separation Committee or the Match Board of Directors Dell shall have been obtained with respect that, as of the Dividend Payment Date, (i) the surplus under the DGCL of VMware (on a consolidated basis) (x) exceeds the amount of the VMware Special Dividend immediately prior to giving effect to the solvency of New Match VMware Special Dividend and (y) is greater than zero immediately after giving effect to the Transactions and (ii) immediately after the payment of the VMware Special Dividend, VMware will meet the Solvency Standards; and (d) no court of competent jurisdiction or other Governmental Authority shall have issued an Order or enacted a Law that is still in effect and prohibits, enjoins or makes illegal the consummation of the Transactions; (i) , and no Action shall be pending that would reasonably be expected to prohibit, impair or materially delay the Registration Statement shall have become effective under ability of Dell or VMware to consummate the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing Transactions on the NASDAQ, subject to official notice of issuanceterms contemplated hereby or that seeks material damages or another material remedy in connection with this Agreement or the Transactions as contemplated hereby.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation respective obligations of each of the Parties Party to effect the Transactions is shall be subject to the satisfaction fulfillment (oror waiver, to the extent permitted by Lawpermissible under applicable Law and provided that such waiver shall only be effective as to the conditions of the waiving party; provided, waiverhowever that Danube may waive conditions on behalf of one or more Sellers) on at or prior to the Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) The Amazon Shareholder Approval (other than a vote in favor of the Match Disinterested Stockholder Approval Danube Director Appointment as described in clause (ii) of the definition of “Amazon Shareholder Approval”) shall have been obtained;. (b) All waiting periods (and any extensions thereof) applicable to the IAC Required Stockholder Transactions under the HSR Act, and any commitment to, or agreement (including any timing agreement) with, the FTC or DOJ to delay the consummation of, or not to consummate before a certain date, the Transactions, shall have expired or been terminated, and all requisite consents, clearances, authorizations and approvals pursuant to the Antitrust Laws, Foreign Investment Laws, or other Laws, as applicable, set forth on Section 8.1(b) of the Danube Disclosure Letter, and CFIUS Approval and Canada Transportation Act Approval, shall have been obtained;. (c) No Order by any court or other tribunal of competent jurisdiction (for the Match Stockholder Approval avoidance of doubt, with respect to Orders pursuant to Antitrust Laws, Foreign Investment Laws, or other regulatory Laws, solely such court or tribunal in the United States, Canada, or the jurisdictions set forth on Section 8.1(b) of the Danube Disclosure Letter) shall have been obtained; issued or entered and shall continue to be in effect and no Law (d) for the Governmental Approvals avoidance of doubt, with respect to Laws pursuant to Antitrust Laws, Foreign Investment Laws or other regulatory Laws, solely such Laws of the United States, Canada, or the jurisdictions set forth in on Section 8.01(d8.1(b) of the IAC Danube Disclosure Letter Letter) shall have been obtained; (e) IACadopted, Match and New IAC shall have received the Distribution Tax Opinion; (f) IAC and Match shall have received the Merger Tax Opinion; (g) one enacted or more opinions from an independent firm reasonably acceptable to IAC at the time promulgated that remains in effect or times requested by the IAC Board of Directors shall have been obtained with respect to the adequacy of surplus under Delaware law with respect to IAC to effect the Mandatory Exchange and the solvency of IAC immediately prior to the consummation of the Transactions and be effective, in each of New IAC and New Match immediately after case, that restrains, prevents, enjoins, prohibits or makes illegal the consummation of the Transactions;. (hd) one or more opinions from an independent firm reasonably acceptable The increase in Amazon’s share capital to Match at effect the time or times requested by issuance of the Match Separation Committee or Share Consideration and the Match Board of Directors related amendments to the Amazon Governing Documents in connection therewith shall have been obtained registered with respect to the solvency of New Match immediately after the consummation of the Transactions; (i) 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; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuancecompetent cantonal commercial register in Switzerland.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation obligations of each of Holdco and Marathon, on the Parties one hand, and Uniloc, on the other hand, to effect consummate the Transactions is are subject to the satisfaction (oror waiver by Marathon and Uniloc, to the extent permitted by if permissible under applicable Law, waiver) on or prior to the Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) each of the Match Disinterested Holdco Approval, Marathon Stockholder Approval and the Uniloc Approval shall have been obtained; (b) the IAC Required Stockholder Approval no Governmental Entity having jurisdiction over Holdco, Marathon or Uniloc shall have been obtainedissued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of the Transactions substantially on the terms contemplated by this Agreement; (c) all Consents, approvals or clearances listed in (i) Section ‎5.1‎(c) of the Match Stockholder Approval Marathon Disclosure Letter and (ii) Section ‎5.1‎(c) of the Uniloc Disclosure Letter shall have been obtained; (d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter Registration Statement shall have been obtaineddeclared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC that have not been withdrawn; (e) IAC, Match the board of directors of Holdco shall be comprised of three persons nominated by Marathon (one of whom shall be independent under the NASDAQ audit committee rules) and New IAC three persons nominated by the Uniloc (two of whom shall have received be independent under the Distribution Tax OpinionNASDAQ audit committee rules) and a seventh member (who shall be independent under the NASDAQ audit committee rules) approved by a majority of the foregoing nominees; (f) IAC and Match the Restated Articles shall have received the Merger Tax Opinionbeen adopted; (g) one or more opinions from an independent firm reasonably acceptable to IAC at the time or times requested by Ordinary Shares issuable in the IAC Board of Directors Transactions shall have been obtained with respect to the adequacy authorized for listing on NASDAQ upon official notice of surplus under Delaware law with respect to IAC to effect the Mandatory Exchange and the solvency of IAC immediately prior to the consummation of the Transactions and each of New IAC and New Match immediately after the consummation of the Transactions;issuance; and (h) at least one or more opinions from an independent firm reasonably acceptable to Match at the time or times requested by the Match Separation Committee or the Match Board of Directors month shall have been obtained with respect to elapsed following the solvency Terms of New Match immediately after the consummation of the Transactions; (i) 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; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuancePublication Date.

Conditions to Each Party’s Obligation to Effect the Transactions. The obligation obligations of each of Broadcom and the Avago Parties to effect consummate the Transactions Cash/Stock Merger and, if the Minimum Unit Election Condition is satisfied, the Unit Merger, and the Avago Parties (other than Lower Holdco and the Merger Subs) to consummate the Avago Scheme, are subject to the satisfaction (oror waiver by each of Avago, to on behalf of itself and the extent permitted by Lawother Avago Parties, waiverand Broadcom) on or prior to the Closing Date of the following conditions; provided that the condition set forth in Section 8.01(a) shall not be waivable: (a) each of the Match Disinterested Stockholder Broadcom Shareholder Approval and the Avago Shareholder Approval shall have been obtained; (bi) no Governmental Entity having jurisdiction over Broadcom or any of the IAC Required Stockholder Approval Avago Parties shall have issued an order, decree or ruling or taken any other material action enjoining or otherwise prohibiting consummation of any of the Transactions substantially on the terms contemplated by this Agreement and (ii) no Law shall have been obtainedenacted or promulgated by any Governmental Entity that makes consummation of any of the Transactions illegal; provided, that any order, decree or ruling with respect to foreign Antitrust Laws other than those set forth on Section 7.1(c) of the Broadcom Disclosure Schedule shall be disregarded for purposes of this Section 7.1(b); (c) the Match Stockholder Approval waiting period (and any extensions thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or otherwise been terminated, the approvals under the Anti-Monopoly Law of the People’s Republic of China and European Union merger control regulations shall have been obtained, and all consents, approvals or clearances set forth on Section 7.1(c) of the Broadcom Disclosure Schedule shall have been obtained; (d) the Governmental Approvals set forth in Section 8.01(d) of the IAC Disclosure Letter Registration Statement shall have been obtaineddeclared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC that have not been withdrawn; (e) IAC, Match the Holdco Ordinary Shares issuable in the Cash/Stock Merger and New IAC the Avago Scheme shall have received the Distribution Tax Opinion;been authorized and approved for listing on Nasdaq upon official notice of issuance; and (f) IAC and Match the CFIUS Approval shall have received the Merger Tax Opinion;been obtained; and (g) one or more opinions from an independent firm reasonably acceptable to IAC at the time or times requested by the IAC Board of Directors Singapore Court Order shall have been obtained with respect to the adequacy of surplus under Delaware law with respect to IAC to effect the Mandatory Exchange and the solvency of IAC immediately prior to the consummation of the Transactions and each of New IAC and New Match immediately after the consummation of the Transactions; (h) one or more opinions from an independent firm reasonably acceptable to Match at the time or times requested granted by the Match Separation Committee or the Match Board of Directors shall have been obtained with respect to the solvency of New Match immediately after the consummation of the Transactions; (i) the Registration Statement shall have Singapore Court and become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; and (j) the shares of IAC Class M Common Stock (or, after it is renamed pursuant to the Post-Merger Amendments to the New Match Charter, New Match Common Stock) and New IAC Common Stock shall have been approved for listing on the NASDAQ, subject to official notice of issuancefinal.