Common use of Conditions to the Obligations of Each Party Clause in Contracts

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCL; (b) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Acquiring Companies and Merger Subsidiary Seller to consummate the Merger Closing are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCL; (b) (i) any Any applicable waiting period under the HSR Act (including any extension thereof) relating to the Merger transactions contemplated hereby shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired;. (cb) no No provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger Closing. (c) No proceeding challenging this Agreement or (ii) reasonably the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the Form S-4 consummation of the Closing shall have occurred or been declared effective by made, and, if applicable to such actions or filings, shall have become Final Orders. In the SEC under the Securities Act and no stop order suspending the effectiveness case of the Form S-4 required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; andobligated hereunder as though a Final Order had been received. (e) the shares of Parent Common Stock to be issued in the Merger Buyer and Seller shall have been approved for listing on received duly executed copies of the NYSE, subject to official notice of issuanceEscrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) waiver of, at or prior to Closing, of the following conditions: (a) this Agreement the Stockholder Approval shall have been adopted by obtained at the stockholders of the Company in accordance with the DGCLStockholder Meeting; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(d) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is in effect (iwhether temporary, preliminary or permanent) any applicable restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(d) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;and (d) consents from the Form S-4 FCC, PUC, and Localities set forth on Part 7.01(d) of the Company Disclosure Schedule (the “Communications Consents”) shall have been declared effective by obtained, shall not be subject to agency reconsideration or judicial review, and the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings time for such purpose shall be pending before any Person to petition for agency reconsideration or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger judicial review shall have been approved for listing on the NYSE, subject to official notice of issuanceexpired.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by lawlegally permissible and permissible under this Agreement, waiver) mutual waiver of each of the following conditions: (a) this Agreement the Company Shareholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with the DGCLMIBCA; (b) no Order or Applicable Law, whether temporary, preliminary or permanent, shall have been issued, entered, promulgated or enacted by any Governmental Authority of competent jurisdiction prohibiting, preventing, rendering illegal or enjoining the consummation of any of the transactions contemplated by this Agreement and shall remain in effect; and (i) all waiting periods (and any extensions thereof) applicable waiting period to the consummation of the transactions contemplated by this Agreement under the HSR Act relating and any commitment to, or agreement (including any timing agreement) with, any Governmental Authority not to consummate the Merger transactions contemplated by this Agreement, shall have expired or been terminated; terminated and (ii) any applicable waiting periodall other approvals, clearance or affirmative approval of any governmental bodyconsents, agency or authority or other condition clearances and authorizations pursuant to the Competition Laws and Foreign Investment Laws set forth on Section 8.1(b)(ii9.01(c) of the Parent Company Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Schedule shall have been declared effective obtained, deemed to be obtained, or confirmed in writing not to be required by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceapplicable Governmental Authority(ies).

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, on or prior to the extent permitted by law, waiver) Closing Date of the following conditions: (a) this Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company in accordance with the DGCLCompany; (b) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall (i) prohibit be in effect which has the effect of making the Merger illegal or enjoin otherwise restraining or prohibiting the consummation of the Merger (each party agreeing to use its best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); and (i) any waiting period applicable to consummation of the Merger under the HSR Act shall have expired or been terminated, and (ii) reasonably be expected to result in a Substantial Detriment solely all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers relating to the extent set forth Merger to be obtained from the Governmental Authorities listed in Section 8.1(c)(iiSchedule 3.02(c) of the Parent Disclosure Schedules; (dSchedule or Schedule 4.04(c) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect Company Disclosure Schedule and no proceedings for such purpose shall be pending before or threatened by indicated therein as being a condition to the SEC; and (e) the shares consummation of Parent Common Stock to be issued in the Merger shall have been approved for listing on filed, made or obtained, as the NYSE, subject to official notice of issuancecase may be.

Conditions to the Obligations of Each Party. The respective obligations of the CompanyParent, Parent and Merger Subsidiary and the Company to consummate the Merger are is subject to the satisfaction or (or, to the extent permitted by law, waiverApplicable Law) waiver in writing by each such party at or prior to the Effective Time of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted obtained by the stockholders of Company at the Company in accordance with the DGCLStockholder Meeting; (b) no Applicable Law, temporary restraining order, preliminary injunction or permanent injunction issued by any court or Governmental Authority of competent jurisdiction in the jurisdictions set forth in Section 9.01(b) of the Company Disclosure Letter (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting the consummation of the Merger; and (c) (i) any applicable waiting period (and any extensions thereof) under the HSR Act relating to the Merger shall have expired or been terminated; terminated and (ii) any applicable the waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained periods (and any mandatory waiting period related thereto has expired; extensions thereof), clearances, approvals and/or consents (cas applicable) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin under the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent Regulatory Laws specifically set forth in Section 8.1(c)(ii9.01(c) of the Parent Company Disclosure SchedulesLetter, shall have expired, been terminated or been obtained (as applicable); (d) the Form S-4 at least 60 days shall have been declared effective by elapsed since the SEC under Company submitted the Securities Act and no stop order suspending the effectiveness notification to DDTC pursuant to Section 122.4(b) of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SECITAR; and (e) the shares of Parent Common Stock to be issued in the Merger CFIUS Approval shall have been approved for listing on the NYSE, subject to official notice of issuanceobtained.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) , on or prior to the Closing, of the following conditions: (a) this Agreement the Requisite Lafite Vote shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) any applicable waiting period under the HSR Act relating to the Merger Requisite Tempranillo Vote shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expiredobtained; (c) no provision of Order shall have been issued by a Governmental Authority in the United States having competent jurisdiction over any applicable law or regulation and no judgmentparty hereto, injunctionnor any Applicable Law enacted in the United States shall be in effect, order or decree shall (i) prohibit or enjoin the in either case that makes consummation of the Merger illegal or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedulesotherwise prohibited; (d) (i) the Form S-4 waiting period (and any extension thereof, including any agreement with any Governmental Authority by a party not to effect the Merger prior to a certain date) applicable to the Merger under the HSR Act shall have been terminated or shall have expired; (e) the shares of Tempranillo Common Stock to be issued to Lafite’s stockholders pursuant to Article 2 shall have been approved for listing on the NYSE, subject only to official notice of issuance; and (f) the Registration Statement shall have been declared effective by the SEC under the Securities Act and no shall not be the subject of any stop order suspending the effectiveness of the Form S-4 shall be in effect and no or proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceseeking a stop order.

Conditions to the Obligations of Each Party. The Subject to Section 8.4, the respective obligations of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are subject to the satisfaction (oron or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by law, waiver) of the following conditionsapplicable Law: (a) this either (i) the Asset Closing shall have occurred or (ii) the Asset Purchase Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCLterminated pursuant to Section 9.1(b) thereof; (b) (i) any all applicable waiting period periods (and any extensions thereof) under the HSR Act relating to the Merger shall will have expired or otherwise been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) (x) no Action commenced by any Governmental Antitrust Entity located in the United States pursuant to any applicable Competition Law shall be pending before any U.S. Governmental Body wherein an unfavorable Order would (i) prevent or prohibit consummation of any of the Transactions, or (ii) cause any of the Transactions to be rescinded following consummation, and (y) no such Order shall be in effect; and (d) no provision of any applicable law Law making illegal or regulation and no judgment, injunction, order otherwise preventing or decree shall (i) prohibit or enjoin prohibiting the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) any of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 Transactions shall be in effect and no proceedings for such purpose shall temporary, preliminary or permanent Order preventing or prohibiting the consummation of any of the Transactions will be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceeffect.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) waiver of, at or prior to Closing, of the following conditions: (a) this Agreement the Stockholder Approval shall have been adopted by obtained at the stockholders of the Company in accordance with the DGCLStockholder Meeting; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is in effect (iwhether temporary, preliminary or permanent) any applicable restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 CFIUS Approval shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; andobtained; (e) [INTENTIONALLY OMITTED] (f) consents from the shares FCC, PUC, and Localities set forth on Part 7.01(f) of Parent Common Stock to be issued in the Merger Company Disclosure Schedule (the “Communications Consents”) shall have been approved for listing on the NYSEobtained, shall not be subject to official notice of issuanceagency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) any applicable waiting period under the HSR Act relating to the Merger Parent Stockholder Approval shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expiredobtained; (c) no provision injunction or other Order shall have been issued by any court or other Governmental Authority of any applicable law competent jurisdiction and remain in effect that enjoins, prevents or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin prohibits the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure SchedulesMerger; (d) the Form S-4 Registration Statement shall have been declared effective by the SEC under the Securities Act and effective, no stop order suspending the effectiveness of the Form S-4 Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and; (e) the shares of Parent Common Stock to be issued in the Parent Share Issuance and the New CVRs to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) any applicable waiting period under the HSR Act shall have expired or been terminated and any applicable waiting period or other Consent under each Foreign Antitrust Law set forth on Section 9.01(f) of the Company Disclosure Schedule relating to the transactions contemplated by this Agreement shall have expired, been terminated or obtained, as applicable.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by lawLaw, waiver) of the following conditions: (a) this Agreement The Company Stockholder Approval has been obtained in accordance with applicable Law and the Organizational Documents of the Company and, if obtained by the Stockholder Written Consents, the Information Statement shall have been adopted cleared by the SEC and mailed to the stockholders of the Company (in accordance with Regulation 14C under the DGCLExchange Act) at least 20 days prior to the Closing; (b) (i) any applicable waiting period under the HSR Act any Antitrust Law relating to the Merger shall have expired or been terminated; terminated and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth the approvals and prior written non-disapprovals from the Governmental Entities listed on Section 8.1(b)(ii9.1(b)(ii) of the Parent Company Disclosure Schedules has have been obtained and any mandatory waiting period related thereto has expired;obtained; and (c) no provision there shall not have been issued by any Governmental Entity having jurisdiction of any applicable law or regulation Party, and no remain in effect, any judgment, injunctiontemporary restraining order, order preliminary or permanent injunction or other order, decree shall (i) prohibit or enjoin ruling restraining, enjoining or otherwise preventing the consummation of the Merger Merger, nor shall any Law have been promulgated, enacted, issued or (ii) reasonably be expected to result in a Substantial Detriment solely deemed applicable to the extent set forth in Section 8.1(c)(ii) Merger by any Governmental Entity having jurisdiction of any Party that prohibits or makes illegal the consummation of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceMerger.

Conditions to the Obligations of Each Party. The obligations of the Company, Company and Parent and Merger Subsidiary to consummate the Merger Transaction are subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) of the following conditions: (a) this Agreement the Company Shareholder Approvals shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) the Scheme of Arrangement shall have been sanctioned by the Court; (c) the Parent Stockholder Approval shall have been obtained; (d) (i) no Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Transaction and (ii) no Applicable Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Transaction; (e) the Exchange Shares shall have been approved for listing on Nasdaq; and (f) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; terminated and (ii) any agreement with a Governmental Authority not to consummate the Transaction shall have expired or been terminated and all applicable waiting period, clearance periods or affirmative approval other Consent of any governmental body, agency or authority or other condition Governmental Authority set forth on Section 8.1(b)(iiSchedule 9.01(f) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely relating to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Transaction shall have expired, been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before terminated or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSEobtained, subject to official notice of issuanceas applicable.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction or (or, to the extent permitted not prohibited by lawLaw) waiver by the Company, waiver) the Acquiring Parties and Merger Sub at or prior to the Effective Time of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) any applicable waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; terminated or early termination thereof shall have been granted, and (ii) any the applicable waiting periodperiods (or any extensions thereof) or clearance, clearance or affirmative approval as applicable, applicable to the consummation of any governmental bodythe Merger, agency or authority or other condition under the Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Section 8.1(b)(ii7.1(b) of the Parent Company Disclosure Schedules has Letter shall have expired, been obtained and any mandatory waiting period related thereto has expired;terminated or been obtained; and (c) no provision Governmental Authority of the United States or a jurisdiction set forth on Section 7.1(c) of the Company Disclosure Letter shall have enacted, issued, promulgated, enforced or entered any applicable law Law or regulation Order which is then in effect and no judgmenthas the effect of restraining, injunctionenjoining, order rendering illegal or decree shall (i) prohibit or enjoin the otherwise prohibiting consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceMerger.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with the DGCLDelaware Law; (b) (i) any all applicable waiting period periods (and any extensions thereof) under the HSR Act relating shall have expired or been terminated, and all consents, approvals, authorizations, clearances, non-actions or investigation closures or conclusions under the Antitrust Laws of the jurisdictions set forth in Section 9.01(b) of the Company Disclosure Schedule shall have been made, obtained or taken, and any applicable waiting periods or periods to the Merger apply for a review of any decision thereunder shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory provided that no such waiting period related thereto has or review period shall have terminated or expired;, and no such approval shall have been obtained, subject to or conditioned upon the imposition of a Burdensome Condition, other than the Agreed Actions; and (c) no provision of any applicable law or regulation and no judgmentApplicable Law shall enjoin, injunction, order or decree shall (i) prohibit or enjoin otherwise make illegal the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceMerger.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (orsatisfaction, or waiver at or prior to the extent permitted by lawEffective Time, waiver) of the following conditions: (a) this Agreement each of the Company Stockholder Approval and, to the extent required as a result of the issuance of Parent Stock pursuant to Section 2.02(k), the Parent Stockholder Approval shall have been adopted by the stockholders of the Company obtained, in each case in accordance with the DGCLDelaware Law; (b) no Applicable Law shall prohibit the consummation of the Merger; (ic) any applicable waiting period under the HSR Act Applicable Competition Law relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and; (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSENasdaq, subject to official notice of issuance; and (f) all actions by or in respect of, or filings with, any Governmental Authority, required to permit the consummation of the Merger shall have been taken, made or obtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent the Seller Trusts, GWG and Merger Subsidiary GWG Life to consummate consummate, or cause to be consummated, the Merger transactions contemplated hereby, are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) this Agreement shall have been adopted by Immediately prior to the stockholders of the Company in accordance with the DGCL;Initial Transfer : (b) (i) There shall not be in force any applicable Governmental Order or Law enjoining or prohibiting the consummation of the other transactions contemplated hereby. (ii) The HSR waiting period under the HSR Act relating to the Merger (and any extension thereof) shall have expired or been terminated; and . (iii) There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby. (iv) The GWG Stockholder Approval shall have been obtained. (b) Immediately prior to the Final Closing : (i) The Initial Transfer shall have occurred. (ii) There shall not be in force any applicable waiting period, clearance Governmental Order or affirmative approval of any governmental body, agency Law enjoining or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin prohibiting the consummation of the Merger or other transactions contemplated hereby. (iiiii) reasonably be expected to result in a Substantial Detriment solely There shall not have been commenced any Action against any of the parties relating to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;transactions contemplated hereby. (div) the Form S-4 The waiting period under Rule 14c-2(b) for taking action by written consent shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceexpired.”

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) , as of the Closing, of the following conditions: (a) the Stockholder Approval shall have been obtained and this Agreement shall have been adopted by the stockholders of the Company thereby in accordance with Applicable Law and the DGCLCompany’s certificate of incorporation and bylaws; (b) no Governmental Authority having jurisdiction over any party hereto shall have issued any Order or other action that is in effect (iwhether temporary, preliminary or permanent), restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law shall have been adopted that makes consummation of the Merger illegal, restrained or otherwise prohibited; and (c) any the applicable waiting period (and any extension thereof, subject to Section 6.12) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; , and (iiall consents required under any other Antitrust Law of the jurisdictions set forth on Part 7.01(c) of the Company Disclosure Schedule shall have been obtained or any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 thereunder shall have expired or been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceterminated.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (or, to the extent where permitted by law, waiverApplicable Law) written waiver by the Company and Parent of the following conditions: (a) this Agreement There shall not have been adopted issued by any court of competent jurisdiction and remain in effect any restraining order, preliminary or permanent injunction or other order preventing the stockholders consummation of the Company in accordance with Merger, nor shall any applicable Law or order been promulgated, entered, enforced, enacted, issued or deemed applicable to the DGCL;Merger by any Governmental Authority which directly or indirectly prohibits, or makes illegal the consummation of the Merger. (b) The Company Stockholder Approval shall have been obtained. (i) any applicable The waiting period (and any extension thereof), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to the consummation of the Merger under the HSR Act relating to shall have expired or early termination thereof shall have been granted and (ii) the Merger other Required Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated; and (ii) any applicable waiting period, clearance in each case, without the imposition, individually or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSEaggregate, subject to official notice of issuancea Burdensome Condition.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or (or, to the extent where permitted by law, waiverApplicable Law) written waiver by the Company and Parent of the following conditions: (a) this Agreement There shall not have been adopted issued by any court of competent jurisdiction and remain in effect any restraining order, preliminary or permanent injunction or other order preventing the stockholders consummation of the Company in accordance with Merger, nor shall any applicable Law or order been promulgated, entered, enforced, enacted, issued or deemed applicable to the DGCL;Merger by any Governmental Authority which directly or indirectly prohibits, or makes illegal the consummation of the Merger. (b) The Company Stockholder Approval shall have been obtained. (c) (i) any applicable The waiting period (and any extension thereof), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to the consummation of the Merger under the HSR Act relating to shall have expired or early termination thereof shall have been granted and (ii) the Merger other Required Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated; and (ii) any applicable waiting period, clearance in each case, without the imposition, individually or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSEaggregate, subject to official notice of issuancea Burdensome Condition.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction or (or, to the extent permitted not prohibited by lawLaw) waiver by the Company, waiver) Parent and Acquisition Sub at or prior to the Effective Time of the following conditions: (a) this Agreement The Company Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) any applicable waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated; terminated or early termination thereof shall have been granted, and (ii) any the applicable waiting periodperiods (or any extensions thereof) or clearance, clearance or affirmative approval as applicable, under the Antitrust Laws and Investment Screening Laws of any governmental body, agency or authority or other condition the jurisdictions set forth on Section 8.1(b)(ii6.3(a) of the Parent Company Disclosure Schedules has Letter shall have expired, been obtained and any mandatory waiting period related thereto has expired;terminated or been obtained; and (c) no provision Governmental Authority of the United States or a jurisdiction set forth on Section 6.3(a) of the Company Disclosure Letter shall have enacted, issued, promulgated, enforced or entered any applicable law Law or regulation Order which is then in effect and no judgmenthas the effect of restraining, injunctionenjoining, order rendering illegal or decree shall (i) prohibit or enjoin the otherwise prohibiting consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceMerger.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger Contemplated Transactions are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement There shall not be any Applicable Law in effect making illegal the consummation of the Contemplated Transactions, and no restraining Order, preliminary or permanent injunction or other Order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the Contemplated Transactions shall have been adopted by taken effect after the stockholders of the Company date hereof and shall still be in accordance with the DGCLeffect; (b) (i) any Any applicable waiting period (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; terminated and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth all approvals under those Foreign Antitrust Laws identified on Section 8.1(b)(ii‎‎Section 10.01(b) of the Parent Company Disclosure Schedules has Schedule, to the extent required to be obtained at or prior to the Effective Time in respect of the Merger, shall have been obtained and any mandatory waiting period related thereto has expiredat or prior to the Effective Time; (c) no provision of all actions by or in respect of, or filings with, any applicable law or regulation and no judgmentGovernmental Authority, injunction, order or decree shall (i) prohibit or enjoin required to permit the consummation of the Merger shall have been taken, made or (ii) reasonably be expected to result in a Substantial Detriment solely to obtained, including the extent set forth in Section 8.1(c)(ii) filing of the Parent Disclosure Schedules;Certificate of Merger; and (d) the Form S-4 A valid and effective Unitholder Approval shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement no Order issued by a court of competent jurisdiction shall have been adopted by prohibit or make illegal the stockholders consummation of the Company in accordance with the DGCLMerger; (b) the adoption and approval of this Agreement and the Merger by the Requisite Company Vote in accordance with Applicable Law and the organizational documents of the Company shall have been obtained; and (ic) any applicable waiting period under the HSR Act relating to the Merger Transactions (and any agreement not to consummate or to delay the consummation of the Transaction or the Closing entered into in connection therewith to which the Company and a Governmental Authority are party) shall have expired or been terminated and each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority set forth on Section 9.01(c) of the Company Disclosure Schedule shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated; and (ii) any applicable waiting period), clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceeach case.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each Party to consummate the Merger Mergers are subject to the satisfaction (oras of the First Merger Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by such Party to the extent permitted by law, waiver) of the following conditionsapplicable Law: (a) this Agreement The Separation shall have been adopted by the stockholders of the Company consummated in accordance with the DGCL;Distribution Agreement and the Special Dividend shall have been paid in accordance with the Distribution Agreement. (b) All consents, approvals and authorizations of any Governmental Entity in the United States required for the consummation of the Transactions shall have been obtained and shall be in full force and effect at the First Merger Effective Time. (ic) any Any applicable waiting period under the HSR Act relating to the Merger Transactions shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired;. (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 The Registration Statement shall have been declared effective by the SEC under and shall not be the Securities Act and no subject of any stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before Order or Actions initiated or threatened by the SECSEC seeking a stop Order; and and (eii) the shares of Parent Computer Sciences GS Common Stock to be issued in the Merger Distribution and the Mergers and such other shares to be reserved for issuance in connection with the Transactions shall have been approved for listing on the NYSEStock Exchange, subject to official notice of issuance. (e) No Order issued by any Governmental Entity of competent jurisdiction or other legal impediment preventing or making illegal the consummation of the Transactions shall be in effect.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by lawLaw, waiverwaiver in writing) of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company Stockholder Approval has been obtained in accordance with applicable Law and the DGCLOrganizational Documents of the Company; (b) (i) any the applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; terminated and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on the approvals and prior written non-disapprovals from the Governmental Entities listed in Section 8.1(b)(ii9.1(b)(ii) of the Parent Company Disclosure Schedules has have been obtained obtained, in each case, in the case of Parent and any mandatory waiting period related thereto has expired;Merger Sub, without the imposition of a Burdensome Condition; and (c) no provision there shall not have been issued by any Governmental Entity having jurisdiction of any applicable law or regulation Party, and no remain in effect, any judgment, injunctiontemporary restraining order, order preliminary or permanent injunction or other order, decree shall (i) prohibit or enjoin ruling restraining, enjoining or otherwise preventing the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Merger, nor shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall any Law be in effect and no proceedings for such purpose shall be pending before that has been promulgated, enacted, issued or threatened by the SEC; and (e) the shares of Parent Common Stock deemed applicable to be issued in the Merger shall have been approved for listing on by any Governmental Entity having jurisdiction of any Party that prohibits or makes illegal the NYSE, subject to official notice consummation of issuancethe Merger.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary parties to consummate the Merger are subject to the satisfaction (or, fulfillment at or prior to the extent permitted by law, waiver) Merger Effective Time of the following conditions: (a) this Agreement and the Merger shall have been adopted and approved by the requisite vote of the stockholders of the Company in accordance with the DGCL; (b) (i) any applicable waiting period under the HSR Act relating to principal terms of the Merger and the issuance of shares of Pyramid Delaware Common Stock in the Merger shall have expired or been terminated; adopted and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) approved by the requisite vote of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expiredshareholders of Pyramid in accordance with the CCC; (c) no provision none of the parties hereto shall be subject to any applicable law or regulation and no judgmentlaw, order, injunction, order judgment or decree shall (i) prohibit ruling enacted, promulgated, issued, entered, amended or enjoin enforced by any governmental authority of competent jurisdiction that prohibits the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to makes the extent set forth in Section 8.1(c)(ii) consummation of the Parent Disclosure SchedulesMerger illegal; (d) the Form S-4 Registration Statement shall have been be declared effective by the SEC under the Securities Act Act, and no stop order suspending the effectiveness of the Form S-4 Registration Statement shall be in effect have been issued by the SEC and no proceedings proceeding for such that purpose shall be pending before or threatened have been initiated by the SEC; andSEC and not concluded or withdrawn; (e) the issuance of the shares of Parent Pyramid Delaware Common Stock to be issued in as the Merger Consideration shall be exempt from registration, or shall have been approved for listing on the NYSEappropriately registered or qualified, subject to official notice of issuance.under applicable state securities laws;

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver (or, where permissible pursuant to the extent permitted by law, waiverApplicable Law) of the following conditionsconditions at or prior to the Closing: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent) that restrains, enjoins, renders illegal or otherwise prohibits the consummation of the Merger that shall still be in effect; and (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; earlier terminated and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or all other condition approvals under Antitrust Laws relating to the Merger set forth on Section 8.1(b)(ii9.1(c) of the Parent Company Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; Schedule (csuch other approvals, the “Required Regulatory Approvals”) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective obtained (including by the SEC under the Securities Act and no stop order suspending the effectiveness expiration of applicable waiting period or express approval, consent or authorization of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuancerelevant Governmental Authority).

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) , at or prior to Closing, of the following conditions: (a) this Agreement the Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) no Governmental Authority having jurisdiction over any applicable party hereto shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and (ii) no Applicable Law (other than an Order, which is addressed in clause (i)) shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; and (c) (i) the waiting period applicable to the Merger under the HSR Act relating Act, and any agreement between a party and a Governmental Authority not to consummate the Merger Merger, shall have expired or been terminated; , and (ii) any the consents required under the Antitrust Laws and applicable waiting period, clearance or affirmative approval foreign investment regulations overseen by the relevant Governmental Authority of any governmental body, agency or authority or other condition the jurisdictions set forth on Section 8.1(b)(ii7.01(c) of the Parent Company Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Schedule shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before obtained or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger any applicable waiting period thereunder shall have expired or been approved for listing on the NYSE, subject to official notice of issuanceterminated.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted obtained and, if obtained by Written Consent, the Information Statement shall have been mailed to the stockholders of the Company (in accordance with Regulation 14C under the DGCLExchange Act) at least 20 days prior to the Closing; (b) no (i) injunction or order issued by any court of competent jurisdiction preventing the consummation of the Merger or (ii) Applicable Law enacted, entered, adopted or promulgated by any Governmental Authority having jurisdiction over Parent, Merger Sub, the Company, or any of their respective Subsidiaries that, in any case, prohibits, enjoins or makes illegal the Merger, shall have taken effect after the date hereof and shall still be in effect; (c) any applicable waiting period (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;and (d) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority set forth on ‎Section 9.01(d) of the Form S-4 Company Disclosure Schedule (the “Required Statutory Approvals”) shall have been declared effective by made, obtained or received (or, as applicable, the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger waiting periods with respect thereto shall have expired or been approved for listing on the NYSEterminated), subject to official notice of issuancein each case.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the First Merger are shall be subject to the satisfaction (or, to the extent permitted by law, waiver) or waiver of the following conditionsconditions at or prior to the Closing: (a) this Agreement The Company Stockholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with Applicable Law, the DGCL;Company’s Certificate and the Company’s Bylaws. (b) The Parent Stockholder Approval shall have been obtained in accordance with Applicable Law, the rules and regulations of the NYSE, Parent’s Certificate and Parent’s Bylaws. (ic) any Any applicable waiting period (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired;. (cd) no provision of any applicable law or regulation and no No judgment, temporary restraining order, preliminary or permanent injunction, order or decree shall (i) prohibit by any court or enjoin other tribunal of competent jurisdiction which prohibits the consummation of the Merger or (ii) reasonably Transaction shall have been entered and shall continue to be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;effect. (de) the The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by before the SEC; andCommission. (ef) the The shares of Parent Common Stock to be issued in the First Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.. 50

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiverwritten waiver by Parent and the Company) of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with the DGCL; (b) no Order or other Applicable Law issued, entered, promulgated or enacted by any Governmental Authority of competent jurisdiction prohibiting, rendering illegal or enjoining the consummation of the Merger shall be in effect; provided that, solely for the purposes of this Section 9.01(b), with respect to any Competition Law or Order issued by any Governmental Authority pursuant to any Competition Law, solely if such Order or Applicable Law relates to the Required Regulatory Approvals; and (c) (i) any all applicable waiting period periods (and any extensions thereof) under the HSR Act relating to the Merger Merger, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the Merger, shall have expired or been terminated; , and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition the Required Regulatory Approvals set forth on Section 8.1(b)(ii9.01(c) of the Parent Company Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; Schedule (cother than under the HSR Act) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by obtained or received (or, as applicable, the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger waiting periods with respect thereto shall have expired or been approved for listing on the NYSE, subject to official notice of issuanceterminated).

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each party hereto to consummate the Merger are is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) waiver of, at or prior to Closing, of the following conditions: (a) this Agreement the Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) no Governmental Authority having jurisdiction over any party hereto or any of the Company Subsidiaries shall have issued, enforced or entered any Order, or taken any other action, that is in effect (iwhether temporary, preliminary or permanent) any restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law shall have been adopted or be in effect that makes consummation of the Merger illegal or otherwise prohibited; and (c) the applicable waiting period (and any voluntary extensions thereof pursuant to any agreement with any Governmental Authority, subject to Section 6.12) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; , and (ii) all consents required under any applicable waiting period, clearance or affirmative approval other Antitrust Law of any governmental body, agency or authority or other condition the jurisdictions set forth on Section 8.1(b)(ii7.01(c) of the Parent Company Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Schedule shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before obtained or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger any applicable waiting period thereunder shall have expired or been approved for listing on the NYSE, subject to official notice of issuanceterminated.

Conditions to the Obligations of Each Party. The obligations obligation of the Company, Parent and Merger Subsidiary each Party to consummate the Merger are Transaction and the other transactions contemplated by this Agreement is subject to the satisfaction (or, to the extent permitted by lawApplicable Law, waiver) waiver in writing by each Party, at or prior to Closing, of the following conditions: (a) this Agreement the Company Shareholder Approval shall have been adopted by obtained at the stockholders of Scheme Meeting and the Company in accordance with the DGCLGM; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (ibut subject to any non-de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey; (c) no Governmental Authority having jurisdiction over any Party shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transaction and no Applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited; (d) the applicable waiting period (and any extension thereof, subject to Section 5.12) applicable to the Transaction under the HSR Act shall have expired or been terminated and all consents required under any other Antitrust Law and Foreign Investment Laws of the jurisdictions set forth on Section 6.01(d) of the Company Disclosure Schedule shall have been obtained or any applicable waiting period under the HSR Act relating to the Merger (and any extensions thereof) thereunder shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger The CFIUS Approval shall have been approved for listing on the NYSE, subject to official notice of issuanceobtained.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Subsidiary each party to consummate the Merger are subject to the satisfaction or (or, to the extent permitted by law, waiverLaw) waiver by the Company and Parent at or prior to the Merger Closing Date of the following conditions: (a) this Agreement the Requisite Stockholder Approval shall have been adopted by the stockholders of the Company in accordance with the DGCLobtained; (b) (i) any applicable The waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or early termination thereof shall have been terminated; obtained and (ii) antitrust approval of, or expiration or early termination of waiting period (or any extension thereof) applicable waiting periodto, clearance or affirmative approval the consummation of any governmental body, agency or authority or other condition set forth the Merger under the Foreign Antitrust Laws listed on Section 8.1(b)(ii7.1(b) of the Parent Company Disclosure Schedules has Schedule shall have been obtained and any mandatory waiting period related thereto has expired;granted or shall have occurred; and (c) no provision of Governmental Authority shall have enacted, issued, promulgated, enforced or entered any applicable law Law or regulation and no judgmentOrder (collectively, injunction“Restraints”) or commenced any Proceeding, order which is then pending or decree shall (i) in effect that, in any case, seeks to enjoin, prohibit or enjoin make illegal or enjoins, prohibits or makes illegal the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceMerger.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary each Party to consummate and effect the Merger Transactions are subject to the satisfaction (or, if permitted by applicable Law or the terms of this Agreement, written waiver in whole or in part by the Parties), at or prior to the extent permitted by lawClosing, waiver) of each of the following conditions: (a) this Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCL; (b) (i) any applicable waiting period under the HSR Act relating any competition or Antitrust Laws applicable to the Merger Transactions shall have expired or been terminated; , and (ii) any applicable waiting periodapprovals or authorizations under such Laws shall have been received; (b) authorizations, clearance consents, Governmental Orders, or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of waivers which are necessary to consummate the Parent Disclosure Schedules has Transactions shall have been obtained and any mandatory shall remain in full force and effect and all statutory waiting period related thereto has expiredperiods in respect thereof shall have expired (such approvals and the expiration of such waiting periods being referred to herein as the “Requisite Regulatory Approvals”); (c) no provision applicable Law shall have been enacted, issued, entered into, enforced or promulgated by any Governmental Authority and remain in effect that makes consummation of any applicable law the Transactions illegal or regulation otherwise prohibits consummation of the Transactions, and no judgmentGovernmental Order (whether temporary, injunctionpreliminary, order or decree shall (ipermanent) prohibit will have been issued, enacted, promulgated, entered into or enjoin enforced by any Governmental Authority and be in effect precluding, restraining, restricting, enjoining or prohibiting the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceTransactions.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent the Seller Trusts, GWG and Merger Subsidiary GWG Life to consummate consummate, or cause to be consummated, the Merger transactions contemplated hereby, are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) this Agreement shall have been adopted by Immediately prior to the stockholders of the Company in accordance with the DGCL;Initial Transfer: (b) (i) There shall not be in force any applicable Governmental Order or Law enjoining or prohibiting the consummation of the other transactions contemplated hereby. (ii) The HSR waiting period under the HSR Act relating to the Merger (and any extension thereof) shall have expired or been terminated; and . (iii) There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby. (iv) The GWG Stockholder Approval shall have been obtained. (b) Immediately prior to the Final Closing: (i) The Initial Transfer shall have occurred. (ii) There shall not be in force any applicable waiting period, clearance Governmental Order or affirmative approval of any governmental body, agency Law enjoining or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin prohibiting the consummation of the Merger or other transactions contemplated hereby. (iiiii) reasonably be expected to result in a Substantial Detriment solely There shall not have been commenced any Action against any of the parties relating to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;transactions contemplated hereby. (div) the Form S-4 The waiting period under Rule 14c-2(b) for taking action by written consent shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuanceexpired.”

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary Sub to consummate the First Merger are shall be subject to the satisfaction (or, to the extent permitted by law, waiver) or waiver of the following conditionsconditions at or prior to the Closing: (a) this Agreement The Company Stockholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with Applicable Law, the DGCL;Company’s Certificate and the Company’s Bylaws. (b) The Parent Stockholder Approval shall have been obtained in accordance with Applicable Law, the rules and regulations of the NYSE, Parent’s Certificate and Parent’s Bylaws. (ic) any Any applicable waiting period (and any extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired;. (cd) no provision of any applicable law or regulation and no No judgment, temporary restraining order, preliminary or permanent injunction, order or decree shall (i) prohibit by any court or enjoin other tribunal of competent jurisdiction which prohibits the consummation of the Merger or (ii) reasonably Transaction shall have been entered and shall continue to be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules;effect. (de) the The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by before the SEC; andCommission. (ef) the The shares of Parent Common Stock to be issued in the First Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement the Company Stockholder Approval shall have been adopted by the stockholders of the Company obtained in accordance with the DGCLDelaware Law; (b) no court or other Governmental Authority of competent jurisdiction in Delaware or a jurisdiction in which either party or its Subsidiaries have operations that are material to such party and its Subsidiaries, taken as a whole, shall have enacted, issued, promulgated, enforced or entered any Applicable Law (iwhether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement (collectively, an “Order”); and (c) any applicable waiting period under the HSR Act relating to the Merger transactions contemplated hereby shall have expired or been terminated; , and (ii) any applicable waiting periodrequired filings, clearance or affirmative approval of any governmental bodyconsents, agency or authority approvals, authorizations, clearances or other condition actions under the Required Governmental Approvals set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure Schedules; (d) the Form S-4 Schedule I shall have been declared effective by the SEC under the Securities Act made, obtained or taken, and no stop order suspending the effectiveness of the Form S-4 shall be in effect any applicable approvals and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger waiting periods thereunder shall have been approved for listing on received and remain in effect (in the NYSE, subject to official notice case of issuanceapprovals) or expired or been terminated.

Conditions to the Obligations of Each Party. The obligations of the Company, Merger Sub and Parent and Merger Subsidiary to consummate the Merger are shall be subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement This Agreement, the Merger and the transactions contemplated hereby shall have been duly approved and adopted by the stockholders of the Requisite Company in accordance with the DGCL;Vote. (b) (i) any Any applicable waiting period periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the Merger notwithstanding expiration of such waiting periods) under the HSR Act or any Foreign Antitrust Laws relating to the Merger and the transactions contemplated by this Agreement shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired;. (c) no No provision of any applicable law or regulation Applicable Law and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or the transactions contemplated by this Agreement (iithe parties having used their respective best efforts (consistent with the provisions of this Agreement) reasonably to cause such Applicable Law to be expected satisfied (if such Applicable Law is capable of being satisfied) so as to result in a Substantial Detriment solely cause such Applicable Law not to prohibit the extent set forth in Section 8.1(c)(ii) of Merger or the Parent Disclosure Schedules;transactions contemplated hereby). (d) There shall not be pending any Action by any Governmental Authority challenging or seeking to restrain or prohibit the Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness consummation of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before Merger or threatened any of the other transactions contemplated by the SEC; and (e) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuancethis Agreement.

Conditions to the Obligations of Each Party. The ------------------------------------------- obligations of the Company, Parent and Merger Subsidiary Newco to consummate the Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with the DGCLNew York Law; (b) if required by applicable law or regulation or the rules of the Nasdaq Stock Market, the issuance of Parent Common Stock (ior, if applicable, Holdings Common Stock) in the Merger shall have been approved by the stockholders of Parent (or, if applicable, Holdings); (c) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (cd) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Merger or (ii) reasonably be expected to result in a Substantial Detriment solely to the extent set forth in Section 8.1(c)(ii) of the Parent Disclosure SchedulesMerger; (de) the Form S-4 shall have been declared become effective by the SEC under the Securities Act and no shall not be the subject of any stop order suspending the effectiveness of the Form S-4 shall be in effect and no or proceedings for such purpose shall be pending before or threatened by the SEC; andseeking a stop order; (ef) the shares of Parent Common Stock (or, if applicable, Holdings Common Stock) issuable to be issued in the Merger Company's stockholders as contemplated by this Agreement shall have been approved for listing on the NYSENasdaq Stock Market, subject to official notice of issuance; (g) all outstanding shares of the Series C Cumulative Convertible Preferred Stock of the Company shall have been converted into Company Common Stock; and (h) Parent (or, if applicable, Holdings) shall have obtained the Financing and entered into appropriate indentures, loan agreements, or other agreements with respect to the Financing.