Common use of Conditions to Obligations of Each Party Under This Agreement Clause in Contracts

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (i) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate effect the Merger and the other transactions contemplated hereby will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing Date of the following conditions, any or all of which may be waived in writing by the parties hereto, in whole or in part, to the extent permitted by applicable Laws: (a) The Company Stockholder Approval Form S-4 shall have been obtaineddeclared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC, and no proceedings for that purpose shall have been initiated by the SEC. Parent shall have received all Blue Sky and other authorizations necessary to consummate the transactions contemplated by this Agreement. (ib) The waiting period applicable to transactions contemplated by the Agreement shall have been approved by the Requisite Company Stockholder Vote and by the Requisite Parent Stockholder Vote. (c) No Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger Merger. (d) The applicable waiting period under the HSR Act (and any customary timing agreement with any Governmental Entity respect to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger transactions contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, . (iie) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) The shares of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required Parent Common Stock that are to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC issued in connection with the consummation Merger and the shares of the Merger Parent Common Stock that will be subject to Company Converted Stock Awards shall have been obtained or deliveredauthorized for listing on the NYSE, as applicablesubject to official notice of issuance. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party Buyers and Sellers to consummate the Merger will transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by Law: (a) The Company Stockholder Approval shall have been obtained. (i) The Any waiting or review period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger transactions contemplated by this Agreement entered into in connection therewith) under applicable antitrust, trade regulation or foreign investment Law and regulations, including but not limited to the HSR Act, shall have expired or been terminated. (b) No temporary restraining order, (ii) preliminary or permanent injunction or other judgment or order issued by any applicable waiting period (court of competent jurisdiction or extensions thereof) other statute, rule or approvals under each applicable Competition Law related to legal restraint of a Governmental Authority shall be in effect preventing the Merger and other consummation of the transactions contemplated by this Agreement hereby. (c) The Other Agreements shall be duly executed and set forth in Section 6.1(bdelivered simultaneously with the Closing (except for any Other Agreements already executed and delivered prior to Closing). (d) The Delaware Department of Natural Resources and Environmental Control (“DNREC”) and the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered toState of Delaware, as applicable, shall have issued one or more Orders in form and substance mutually acceptable to Sellers and Buyers replacing and superseding in their entirety each of the FAAOrders listed in Exhibit L, or shall have otherwise taken steps mutually acceptable to Sellers and Buyers to deem such Orders satisfied, or to modify or otherwise resolve the DOT, Obligations under such Orders so as to eliminate any further Obligations thereunder without impacting any releases of liability or waivers of enforcement contained therein and DNREC and the FCC in connection with the consummation State of the Merger shall have been obtained or deliveredDelaware, as applicable. (i) No Governmental Entity of competent jurisdiction , shall have issued an Order or taken any other action (whether temporaryagreed, preliminary or permanent) enjoining or otherwise prohibiting effective at the making or consummation Closing Date, to transfer the Permits, as listed in Schedule A of the Merger Environmental Agreement, or issue one or more Permits replacing and (ii) there shall be no Law superseding in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation their entirety each of the MergerPermits listed in Schedule A of the Environmental Agreement, to Buyers, consistent with the conditions set forth in Exhibit M and in form and substance acceptable to Buyers (and Sellers, to the extent Sellers are potentially impacted).

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party Party to consummate effect the Merger will shall be subject to the satisfaction satisfaction, or written in the case of Sections 7.1.3 and 7.1.4 the waiver (where permissible) in writing by both Parent and the Company, at or prior to the Effective Time of each Closing of the following conditions: (a) Section 7.1.1. The Company Stockholder Approval shall have been obtained. Section 7.1.2. All filing and waiting periods applicable (iincluding any extensions thereof) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated. Section 7.1.3. There shall not have been any Law or executive or any other Order or similar action of any Governmental Entity enacted or issued, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related which would render the Parties unable to consummate the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) or make the Merger illegal or prohibit, restrict or delay consummation of the Merger (other than a de minimis civil violation of any Law that does not affect the ability of the Surviving Corporation, Parent or their Affiliates to obtain and maintain licenses, certifications, Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptionsPermits, approvals, confirmations, clearances, permits, certificates, orders, provider numbers and authorizations required for the ownership and operation of Company Health Care Businesses or participation in any Health Care Program). Subject to be obtained fromSection 7.2.6, Parent, the Company or delivered tothe Company Subsidiaries, as applicable, the FAA, the DOT, and the FCC shall have received all Government Consents required in connection with the operation of the Company Health Care Business after the Effective Time, except where the failure to obtain any such Government Consent would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 7.1.4. No Law or Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition prohibiting the consummation of the Merger shall be in effect; provided, however, that the Party asserting this condition shall have been obtained complied in all material respects with its obligations under Section 6.5; and provided, further, that the right to assert this condition shall not be available to any Party whose breach of any provision of this Agreement results in the imposition of any such Order or deliveredthe failure of such Order to be resisted, resolved or lifted, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) The Company Stockholder Approval shall This Agreement and the Merger Agreement will have been obtainedapproved and adopted by the Company’s shareholders by the Required Vote. (ib) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall will have expired or been earlier terminated. If the representation and warranty contained in the last sentence of Section 3.5 is inaccurate in any material respect, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expiredthen all clearances, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, orders and authorizations of Governmental Entities required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall under all other applicable Competition Laws will have been obtained and/or all waiting periods applicable to the consummation of the Merger under all other applicable Competition Laws will have expired or delivered, as applicablebeen earlier terminated. (i) No Specified Governmental Entity of competent jurisdiction shall will have issued an Order or taken any other action (whether temporaryrestraining, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall will be no Law in statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a Governmental Entity to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act or similar waiting periods or merger control clearances with respect to any Competition Law, that has the effect which makes of making the Merger illegal or prohibits which has the effect of prohibiting or otherwise prevents preventing the consummation of the Merger.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will shall be subject to the satisfaction (or written waiver (where permissiblewaiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions: (ai) The Company Stockholder Approval consummation of the Merger shall have been obtainednot then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity in each case in a jurisdiction that is not de minimis relative to the business and operations of the Company, Apex and Parent, taken together (each such jurisdiction, a “Material Jurisdiction”), and (ii) there shall not be (A) any statute, rule or regulation enacted or promulgated by any Governmental Entity in each case in a Material Jurisdiction that prevents the consummation of the Merger (each, a “Prohibitive Law”) or (B) in effect any Prohibitive Law (that is not a Competition Law) in a Material Jurisdiction other than the PRC; provided, that this Section 6.1(a) shall not apply with respect to any Order, statute, rule or regulation in respect of or relating to the Apex Shareholder Meeting or the Apex Shareholder Approval. (ib) The Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to tollthe Competition Laws in Austria, stayGermany, or extend any such waiting periodMexico, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) Poland, Russia and Turkey shall have expired or been terminated, . (iic) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger The Stockholder Approval shall have been obtained or delivered, as applicablein accordance with DGCL and the rules and regulations of NYSE. (id) No Governmental Entity of competent jurisdiction The CFIUS Approval shall have issued an Order or taken any been obtained. (e) PRC Regulatory Approvals (other action (whether temporary, preliminary or permanentthan the SZSE Clearance) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Mergerhave been obtained.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) The Company Stockholder Approval This Agreement shall have been obtainedduly adopted by the Required Vote at a duly called Company Stockholders Meeting. (ib) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (c) (i) No Specified Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporaryrestraining, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and or imposing a Non-Required Remedy, (ii) there shall not be pending, or threatened in writing, any Proceeding by any Specified Governmental Entity seeking to restrain or prohibit the consummation of the Merger or to impose a Non-Required Remedy, other than in connection with any Proceeding involving the Company or any of its officers or directors relating to this Agreement or the transactions contemplated hereby which is brought by or on behalf of stockholders of the Company, whether as an individual or a purported class or derivative action; and (iii) there shall be no Law in statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a Governmental Entity to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act, that has the effect which makes of making the Merger illegal or prohibits which has the effect of prohibiting or otherwise prevents preventing the consummation of the MergerMerger or imposing a Non-Required Remedy.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver (where permissibleto the extent permitted under applicable Law) at or prior to the Effective Time of each of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (b) (i) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, terminated and (ii) any applicable waiting period (or extensions thereof) any approval or approvals authorization required to be obtained from any Governmental Entity under each applicable the Competition Law related to Laws of the Merger and other transactions contemplated by this Agreement and jurisdictions set forth in on Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with for the consummation of the Merger shall have been obtained expired or deliveredbeen obtained, as applicable. (i) No Governmental Entity set forth on Section 6.1(c) of competent jurisdiction the Company Disclosure Schedule shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened unless subsequently withdrawn. (e) The Parent Shares to be issued in the Merger shall have been authorized and approved for listing on the NYSE subject to official notice of issuance.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Merger will be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each of the following conditions: (a) The Company Stockholder Approval shall have been obtained. (i) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, and (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) issued by a Governmental Entity of competent jurisdiction enjoining or otherwise prohibiting the making or consummation of the Merger shall be in effect and (ii) there shall be no Law of a Governmental Entity of competent jurisdiction in effect which makes that has the Merger illegal or prohibits or otherwise prevents effect of prohibiting the consummation of the Merger. It is agreed that the receipt by any party hereto of a form letter from the FTC’s Bureau of Competition, substantially in the form announced and disclosed by the FTC on August 3, 2021, will not result in a failure of the condition set forth in this Section 6.1(c) to be satisfied.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party the Parent and the Acquiror to consummate the Merger will transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by applicable Law: (a) The Company Stockholder Approval shall have been obtained. (i) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity Authority or Court shall, following the date of competent jurisdiction shall this Agreement, have issued an Order enacted, issued, promulgated, enforced or taken entered any other action Legal Requirement (whether temporary, preliminary or permanent) enjoining that is in effect and prohibits or otherwise prohibiting renders illegal the making transactions contemplated hereby in a manner that is Material and adverse to the Parent, the Acquiror, any Strategic Business Unit or the Businesses, taken as a whole. (b) The waiting period under the HSR and any other applicable competition Legal Requirements shall have expired or been terminated. (c) The parties hereto shall have obtained each Authorization required by Law or Regulation of Governmental Authorities for consummation of all or any part of the Merger and (ii) there transactions contemplated hereby to the extent such Authorizations relate to the transfer of the Equity Securities of Elektro to EI; provided, however, that, if the parties shall not have obtained each such Authorization but the Authorizations that they have obtained are legally sufficient to permit a transfer of the Equity Securities of Elektro to an Alpha Holding Company or a Beta Holding Company, then, at the election of the Acquiror, this condition shall be no Law deemed satisfied if in effect which makes fact the Merger illegal Equity Securities of Elektro are transferred to and held by an Alpha Holding Company or prohibits or otherwise prevents the consummation of the Mergera Beta Holding Company immediately prior to Closing.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the Restructuring Transactions and the Merger will shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Restructuring Closing, in the case of the Restructuring Transactions, and the Effective Time in the case of the Merger, of each of the following conditions: (a) The Company Stockholder Approval Purchaser shall have accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer. (b) In the case of the Merger, the Restructuring Closing shall have occurred and the parties shall have completed the Restructuring Transactions; provided, that Parent may elect to waive this condition as to each party to this Agreement (including the Company) in its sole discretion. (c) In the case of the Merger, this Agreement shall have been obtainedadopted and the Merger approved by the requisite vote or written consent of the stockholders of the Company, if required by applicable Law. (id) The waiting period applicable to exercise of the Top-Up Option or consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, Restructuring Transactions or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained not then be restrained, enjoined or deliveredprohibited by any order, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order judgment, decree, injunction or taken any other action ruling (whether temporary, preliminary or permanent) enjoining of a court of competent jurisdiction or otherwise prohibiting any other Governmental Entity and there shall not be in effect any statute, rule or regulation enacted, promulgated or deemed applicable to the making Restructuring Transactions, the Top-Up Option or the Merger by any Governmental Entity which prevents the exercise of the Top-Up Option or consummation of the Merger and (ii) there shall be no Law in effect which makes Restructuring Transactions or the Merger illegal Merger, provided, that Parent may elect to waive this condition with respect to the exercise of the Top-Up Option or prohibits or otherwise prevents the consummation of the MergerRestructuring Transactions as to each party to this Agreement (including the Company) in its sole discretion.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate effect the Merger will and the other transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing Date of the following conditions, any or all of which may be waived in writing by the parties hereto, in whole or in part, to the extent permitted by applicable Law: (a) The Company Stockholder Approval This Agreement and the Merger shall have been obtainedapproved by the requisite vote of the shareholders of Company and the stockholders of Holdings. (b) No Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order, whether temporary, preliminary or permanent (an "Order"), which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting or materially delaying consummation of the Merger; and no such Governmental Entity shall have initiated or threatened to initiate any proceeding seeking any of the foregoing. (c) The applicable waiting period under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated. (d) The Senior Financing shall be in full force and effect as of the Effective Time. (e) Hughxx & Xuce, X.L.P. shall have delivered to each of Company, Holdings and Holdings' stockholders its written opinion substantially to the effect that (i) the Merger will constitute a reorganization within the meaning of section 368(a) of the Code, (ii) Company and Holdings will each be a party to that reorganization within the meaning of section 368(b) of the Code, and (iii) Company, Holdings and Holdings' stockholders will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except that Hughxx & Xuce, X.L.P. shall not express an opinion concerning whether the receipt of shares of Company Common Stock exchanged for Holdings Preferred Stock, insofar as measured with respect to accrued and unpaid dividends on Holdings Preferred Stock, will result in taxable income to the holders of Holdings Preferred Stock. 68 (f) Each of Davix Xxxxxxxxx, Xxtt Xxxxxx, Xxevx Xxxxxxxxx, Xxiax Xxxxxxxx xxx John Xxxx xxxll have entered into an employment agreement with the Surviving Corporation substantially in the form of Exhibit D, which shall be signed as of the date hereof and shall be in full force and effect on the Closing Date. (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. The Proxy Statement shall have been delivered to the shareholders of the Company in accordance with the requirements of the Exchange Act. (h) The Company shall have received all state securities and "blue sky" permits and approvals necessary to consummate the Merger and the transactions contemplated hereby. (i) The waiting period applicable Fishxx Xxxsent shall be in full force and effect without amendment or modification since the date of this Agreement, and the Fishxx Xxxe shall have been paid in full at or prior to the consummation Closing Date, and all obligations of the Merger under the HSR Act Holdings or any of its subsidiaries thereunder shall be released upon payment of all obligations thereunder. (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewithj) The shareholders listed on Schedule 6.01(j) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this entered into a Shareholders' Agreement and set forth in Section 6.1(b) of with the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, subsidiary substantially in the FAA, the DOT, and the FCC in connection with the consummation form of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger.Exhibit F.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party Buyer, Seller and Lion to consummate the Merger will Contemplated Transactions shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time Closing of each of the following conditions, any or all of which may be waived, in whole or in part, by Buyer, Seller and Lion, acting jointly, to the extent permitted by Law: (a) The Company Stockholder Approval applicable waiting period under the HSR Act and any extensions thereof shall have been obtained. (i) The waiting period applicable to terminated or expired and no temporary restraining order, preliminary or permanent injunction or other judgment or Order issued by any court of competent jurisdiction or other statute, rule or legal restraint of a Governmental Authority or Stock Exchange shall be in effect preventing the consummation of the Merger Contemplated Transactions. (b) With regards to the DPA, either (i) CFIUS shall have advised the Parties in writing that the Contemplated Transactions, and Buyer’s ownership of the Companies or the Lion Shares, is not a covered transaction under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, DPA; (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related CFIUS shall have advised the Parties in writing that CFIUS has determined to conclude its action with respect to the Merger Contemplated Transactions and other transactions contemplated by this Agreement and set forth in Section 6.1(b) Buyer’s ownership of the Company Disclosure Schedule shall have expiredCompanies or the Lion Shares, been terminated, pursuant to the DPA; or been obtained and (iii) all consentsthe President of the United States shall have announced, registrationspursuant to 50 U.S.C. App. Section 721(d), noticeshis decision not to exercise his authority under the DPA with respect to the Contemplated Transactions or Buyer’s ownership of the Companies or the Lion Shares. (c) There shall not be pending or threatened any Proceeding instituted by any Governmental Authority or Stock Exchange to materially restrain, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, prohibit or delivered to, as applicable, the FAA, the DOT, and the FCC otherwise materially interfere with or obtain substantial monetary damages in connection with the consummation of the Merger shall have been obtained or deliveredContemplated Transactions, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation Buyer’s ownership of the Merger and (ii) there shall be no Law in effect which makes Companies or the Merger illegal or prohibits or otherwise prevents the consummation Companies’ operation of the MergerBusiness after the Closing.

Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party the Parent and the Acquiror to consummate the Merger will transactions contemplated hereby shall be subject to the satisfaction or written waiver (where permissible) at or prior to the Effective Time of each Closing of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by applicable Law: (a) The Company Stockholder Approval shall have been obtained. (i) The waiting period applicable to the consummation of the Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall have expired or been terminated, (ii) any applicable waiting period (or extensions thereof) or approvals under each applicable Competition Law related to the Merger and other transactions contemplated by this Agreement and set forth in Section 6.1(b) of the Company Disclosure Schedule shall have expired, been terminated, or been obtained and (iii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be obtained from, or delivered to, as applicable, the FAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity Authority or Court shall, following the date of competent jurisdiction shall this Agreement, have issued an Order enacted, issued, promulgated, enforced or taken entered any other action Legal Requirement (whether temporary, preliminary or permanent) enjoining that is in effect and prohibits or otherwise prohibiting renders illegal the making transactions contemplated hereby in a manner that is Material and adverse to the Parent, the Acquiror, any Strategic Business Unit or the Businesses, taken as a whole. (b) The waiting period under the HSR and any other applicable competition Legal Requirements shall have expired or been terminated. (c) The parties hereto shall have obtained each Authorization required by Law or Regulation of Governmental Authorities for consummation of all or any part of the Merger and (ii) there transactions contemplated hereby to the extent such Authorizations relate to the transfer of the Equity Securities of Elektro to EI; provided, however, that, if the parties shall not have obtained each such Authorization but the Authorizations that they have obtained are legally sufficient to permit a transfer of the Equity Securities of Elektro to an Alpha Holding Company or a Beta Holding Company, then, at the election of the Acquiror, this condition shall be no Law deemed satisfied if in effect which makes fact the Merger illegal Equity Securities of Elektro are transferred to and held by an Alpha Holding Company or prohibits a Beta Holding Company immediately prior to Closing. (d) The Parent and the Acquiror shall have executed and delivered the EI Shareholders’ Agreement and each Alpha Shareholders’ Agreement and each Beta Shareholders’ Agreement. (e) The Parent, EI and the Acquiror shall have executed and delivered the Support and Coordination Agreement. (f) The Parent, EI and the Acquiror shall have executed and delivered the License Agreement. (g) The Parent and the Acquiror shall have executed and delivered the Transition Services Agreement. (h) The Parent, EI and the Acquiror shall have executed and delivered the Broadband Agreement. (i) The Severed Securities, if any, to be eliminated from the transactions contemplated by this Agreement pursuant to Section 9.03 shall not be Material to any Strategic Business Unit or otherwise prevents to the consummation of the MergerBusinesses, taken as a whole.