Common use of Conditions to Obligation of Each Party to Effect the Merger Clause in Contracts

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company by the Company Requisite Vote; (b) no Law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any supranational, federal, state or local court or other Governmental Entity which prohibits, restrains or enjoins the consummation of the Merger; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (d) the S-4 shall have been declared effective by the SEC, no stop order suspending the effectiveness of the S-4 or any part thereof shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the Parent Shares to be issued in the Merger shall have been approved for listing on the NYSE subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall will be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) at or prior to the Effective Time of each of the following conditions: (a) this Agreement The Requisite Stockholder Approval shall have been adopted by the stockholders of the Company by the Company Requisite Voteobtained and continue to be in full force and effect; (b) The Spinco Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or proceedings seeking a stop order, all necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of Spinco Common Stock shall have been obtained and in effect, such shares of Spinco Common Stock shall have been approved for listing on the NASDAQ Global Market, and the Separation shall have been consummated in accordance with the terms of the Separation Agreement; (c) Any applicable waiting period under the HSR Act shall have expired or been terminated; and (d) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction preventing the consummation of the Merger will be in effect, and no Law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall decree will have been enacted, entered, promulgated or enforced (and still be in effect) by any supranational, federal, state or local court or other Governmental Entity which prohibits, restrains that prohibits or enjoins the makes illegal consummation of the Merger; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (d) the S-4 shall have been declared effective by the SEC, no stop order suspending the effectiveness of the S-4 or any part thereof shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the Parent Shares to be issued in the Merger shall have been approved for listing on the NYSE subject to official notice of issuance.

Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company by the Company Requisite Vote; (b) no Lawlaw, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any supranational, federal, state or local court or other Governmental Entity which in effect makes illegal, prohibits, restrains or enjoins the consummation of the Merger; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expiredexpired without the imposition of a Burdensome Condition; (d) the S-4 Designated State Insurance Approvals shall have been declared effective by obtained in writing, and the SECsame shall, no stop order suspending to the effectiveness of the S-4 or any part thereof shall extent applicable, be in effect, full force and no proceedings for such purpose shall be pending before or threatened by effect at the SECEffective Time without the imposition of a Burdensome Condition; and (e) the Parent Shares waiting period (and any extension thereof) applicable to be issued in the Merger under the FINRA rules and regulations shall have been approved for listing on the NYSE subject to official notice of issuanceterminated or shall have expired.