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 MergerCo to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The Company Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party hereto to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver in writing by the Company and Parent at or prior to the Merger Effective Time of the following conditions: (a) The the Company shall have obtained the Company Stockholder Approval shall have been obtained by the CompanyApproval; (b) Any (i) any applicable waiting period (and any extension thereof) applicable under the HSR Act relating to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder termination thereof shall have been obtained;granted and (ii) any authorization or consent from a Governmental Authority required to be obtained with respect to the Merger under any Antitrust Law as set forth on Schedule 6.1(b) of the Company Disclosure Letter hereto shall have been obtained and shall remain in full force and effect; and (c) No no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced issued or entered any injunctionOrder after the date of this Agreement, orderand no Law shall have been enacted or promulgated after the date of this Agreement, decree or ruling (whether temporaryin each case, preliminary or permanent) which that is then in effect and has the effect of making restraining, enjoining or otherwise prohibiting the consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredother transactions contemplated by this Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party hereto to consummate the Merger Merger, are subject to the satisfaction or waiver in writing by the Company and Parent at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Companyobtained; (b) Any any waiting period (and or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder early termination thereof shall have been obtained;granted; and each Consent or approval that is required under any Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Schedule A with respect to the transactions contemplated by this Agreement, including the Merger shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated); and (c) No no Governmental Authority of the jurisdictions set forth on Schedule A shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making consummation of the Merger restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and , or causing the waiting periods applicable thereto shall have terminated or expiredMerger to be rescinded following the completion thereof.

Conditions to the Obligations of Each Party. The respective obligations of each of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver in writing at waiver, if permissible under Applicable Law) on or prior to the Merger Effective Time Closing Date of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Companyin accordance with Delaware Law; (b) Any no Applicable Law shall make consummation of the Merger illegal or otherwise prohibited; (c) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated, and any approvals required thereunder ; (d) the CFIUS Approval shall have been obtained;; and (ce) No all actions by or in respect of, or filings with, any Governmental Authority shall have enactedAuthority, issuedincluding the FCC and State and Local Authorities, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has required to permit the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals , including the actions and filings set forth on Section 4.03 of the Company Disclosure Schedule, shall have been obtained and the waiting periods applicable thereto shall have terminated taken, made or expiredobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver in writing at or prior to the Merger Effective Time extent permitted by Law) waiver of the following conditions:conditions (provided that Section 9.01(b) shall not be waivable): (a) The Company Stockholder the Shareholder Approval shall have been obtained by in accordance with the CompanyNYBCL; (b) Any waiting period the affirmative vote of the holders of a majority of the outstanding shares of the Company Stock entitled to vote thereon not owned, directly or indirectly, by Parent, Merger Sub, the Guarantors or Rollover Holders (and any extension thereofthe “Unaffiliated Shareholder Approval”) applicable to shall have been obtained in accordance with the NYBCL; (c) no Applicable Law shall prohibit the consummation of the Merger Merger; (d) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated, and any approvals required thereunder shall have been obtained;; and (ce) No all actions by or in respect of, or filings with, any Governmental Authority shall have enactedAuthority, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has required to permit the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals , shall have been obtained and the waiting periods applicable thereto shall have terminated taken, made or expiredobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Company Parties and MergerCo Buyer Parties to consummate the Merger Mergers are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time (where permissible) of the following conditions: (a) The Company Stockholder Approval shall have been obtained by the Company;Company Shareholder Approval. (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger Mergers under the HSR Act shall have expired or been terminated, and any approvals approval required thereunder shall have been obtained;. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the either Merger illegal or prohibiting consummation of the either Merger; and (d) The Transaction Insurance Approvals shall provided, however, that prior to a party asserting this condition such party shall, in the case of an injunction or order, have been obtained used its reasonable best efforts to prevent the entry of any such injunction or other order and the waiting periods applicable thereto shall have terminated to appeal as promptly as possible any such injunction or expiredother order that may be entered.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The Company Stockholder Approval shall have been obtained no injunction or other order or decree issued by a court of competent jurisdiction in the United States that (i) prohibits or makes illegal consummation of the Merger or (ii) enjoins the Company, Parent or Merger Sub from consummating the Merger shall be in effect; (b) Any no Applicable Law shall have been enacted or promulgated after the date of this Agreement by a Governmental Authority (other than any such Applicable Laws relating to antitrust or competition laws) the effect of which is to make illegal or otherwise prohibit the consummation of the Merger; (c) any applicable waiting period (and any extension extensions thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals the adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Requisite Company Vote in accordance with Applicable Law and the Company Charter (“Stockholder Approval”), shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredobtained.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior or, to the Merger Effective Time extent legally permissible, waiver of the following conditions: (a) The the Company Stockholder Shareholder Approval shall have been obtained by the Companyin accordance with Massachusetts Law; (b) Any no Applicable Law (whether temporary, preliminary or permanent) shall have been issued, enacted, adopted, promulgated or enforced by any Governmental Authority of competent jurisdiction prohibiting, rendering illegal or enjoining the consummation of the Merger that remains in effect; and (c) any applicable waiting period (and 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 and any approvals required thereunder shall have been obtained; (cother approvals, clearances or expirations of waiting periods under the Competition Laws and Foreign Investment Laws set forth on ‎Section 9.01(c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals Company Disclosure Schedule shall have been obtained and the waiting periods applicable thereto or shall have terminated or expired, as applicable.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Buyer and MergerCo Acquisition Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior (by mutual agreement of the Company (upon the recommendation of the Special Committee) and Buyer, to the Merger Effective Time extent permitted by applicable Law) of the following conditions: (a) The Company the Requisite Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (b) any applicable waiting period (or extension thereof) under the HSR Act relating to the Merger shall have expired or been terminated; (c) No no Governmental Authority shall have commenced, enacted, issued, promulgated, enforced or entered into any injunctionProceeding, order, decree Order or ruling (whether temporary, preliminary or permanent) Law which is then in effect and has the effect of making consummation of the Merger illegal or otherwise prohibiting the consummation of the Merger; (d) the FFELP Transaction Closing shall have occurred; and (de) The the CBNA Transaction Insurance Approvals Closing shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredoccurred.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior (or, to the Merger Effective Time extent permitted by Applicable Law, written waiver by Parent and the Company) of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by in accordance with the CompanyDGCL; (b) Any waiting period (and no Order issued by any extension thereof) applicable to Governmental Authority prohibiting, rendering illegal or permanently enjoining the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect (a “Legal Restraint”); and (c) any applicable waiting period under the HSR Act relating to the Merger (or extensions thereof), and any commitment to, or agreement (including any timing agreement) with respect thereto that was mutually agreed by Parent and the Company with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, any of the transactions contemplated by this Agreement, shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver in writing at or prior by the party entitled to the Merger Effective Time benefit thereof, if permissible under Applicable Law) of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Companyin accordance therewith; (b) Any no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing, restraining, prohibiting or otherwise making illegal the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (i) the applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated and any agreement with any governmental authority not to close the transaction shall have expired or been terminated, and (ii) all other required clearances, consents, approvals, and waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals Antitrust Laws shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredexpired or been earlier terminated, as applicable.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Shareholder Approval shall have been obtained by the Companyin accordance with South Dakota Law; (b) Any waiting period (and no order or injunction issued by any extension thereof) applicable to court of competent jurisdiction in the United States preventing or making illegal the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; (c) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (d) all actions by or in respect of, and or filings with, any approvals required thereunder Governmental Authority set forth on Section 9.01(d) of the Company Disclosure Schedule shall have been obtained; (c) No Governmental Authority shall have enactedtaken, issuedmade or obtained and, promulgatedin each case, enforced or entered such approvals are not conditioned upon Parent taking any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Mergeraction that would constitute a Materially Burdensome Regulatory Condition; and (de) The Transaction Insurance Approvals CFIUS Approval shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredremain in full force and effect.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Company and MergerCo Acquiror to consummate the Merger Acquisition are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Scheme shall have been approved at the Company Shareholder Meeting by the Company Shareholder Approval; (b) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company and Acquiror, acting reasonably, on appeal or otherwise; (c) the Final Order shall have been filed with the Registrar within one Business Day of the issuance of the Final Order by the Court; (d) the Acquiror Stockholder Approval shall have been obtained by the Companyin accordance with Applicable Law; (be) Any waiting period (and any extension thereof) applicable to no Applicable Law shall prohibit the consummation of the Merger Acquisition; (f) any applicable waiting period under the HSR Act relating to the Acquisition shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (dg) The Transaction Insurance Approvals the shares of Acquiror Stock to be issued in the Acquisition shall have been obtained and approved for listing on the waiting periods applicable thereto shall have terminated or expiredNYSE, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (b) the applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (c) No Governmental Authority shall have enactedeach of the approval of the FCC for the transfer of control of the Licenses of the Company and its Subsidiaries and the approval of the PPUC, issuedin each case, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making required to permit consummation of the Merger illegal shall have been obtained; (d) no Applicable Law shall have been adopted, promulgated or prohibiting issued that prohibits the consummation of the Merger; (e) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; and (df) The Transaction Insurance Approvals the shares of Parent Stock to be issued in the Merger shall have been obtained and approved for listing on the waiting periods applicable thereto shall have terminated or expiredNYSE, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction or (where permitted by Applicable Law) written waiver in writing at or prior to by the Merger Effective Time Company and Parent of the following conditions: (a) 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 shall have taken effect after the date hereof and shall still be in effect. (b) The Company Stockholder Approval shall have been obtained by the Company;obtained. (bi) Any The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted and (ii) all consents, approvals, non-disapprovals and authorizations of any approvals required thereunder Governmental Authority set forth in Section 9.01(c) of the Company Disclosure Schedule shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party hereto to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver in writing by the Company and Parent, as the case may be, at or prior to the Merger Effective Time of the following conditions: (a) The the Company shall have obtained the Company Stockholder Approval shall have been obtained by the CompanyApproval; (b) Any any applicable waiting period (and any extension thereof) applicable under the HSR Act relating to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder termination thereof shall have been obtained;granted; and (c) No no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced issued or entered any injunctionOrder after the date of this Agreement, orderand no Law shall have been enacted or promulgated after the date of this Agreement, decree or ruling (whether temporaryin each case, preliminary or permanent) which that is then in effect and has the effect of making restraining, enjoining or otherwise prohibiting the consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredother transactions contemplated by this Agreement.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Company and MergerCo Buyer to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to by the Merger Effective Time Company and Buyer of the following conditions: (a) The Company the Requisite Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (b) any applicable waiting period under the HSR Act and any applicable non-U.S. competition, antitrust or investment laws relating to the Merger shall have expired or been terminated and all other authorizations and Orders of, declarations and fillings with, and notices to any Governmental Authority required to permit the consummation of the Merger shall have been obtained or made and shall be in full forth and effect; (c) No no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting the consummation of the Merger illegal or prohibiting consummation of the MergerDebt Financing; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver in writing by the Company and Parent at or prior to the Merger Effective Time of the following conditions: (a) The Company Stockholder the Requisite Shareholder Approval shall have been obtained by the Companyobtained; (b) Any any waiting period (and or any extension thereof) applicable to the consummation of the Merger under the HSR Act and any other applicable pre-merger clearance requirement of any foreign Antitrust Laws set forth in Section 7.1(b) of the Company Disclosure Letter shall have expired or been terminated, and any approvals required thereunder early termination thereof shall have been obtained;granted; and (c) No no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger illegal or prohibiting consummation of or, unless the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and Company has entered into definitive documentation with respect to a Covisint Sale, the waiting periods applicable thereto shall have terminated or expiredSpin-Off.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The Company Stockholder Approval This Agreement shall have been obtained approved by the Company;Requisite Stockholder Vote. (b) Any All waiting period periods (and any extension extensions thereof) applicable to the consummation of the Merger under the HSR Act and applicable foreign antitrust Laws shall have expired or otherwise been terminated, and any approvals required thereunder shall have been obtained;. (c) No Governmental Authority The Spin-Off shall have enactedbeen completed and the Flag License Agreements shall be in full force and effect. (d) No law, issuedrule or statute, promulgated, enforced or entered any injunction, order, injunction or decree issued by any court or ruling (whether temporaryagency of competent jurisdiction, preliminary preventing or permanent) which is then in effect and has making illegal the effect of making consummation of the Merger illegal or prohibiting consummation any of the Merger; andother transactions contemplated by this Agreement shall be in effect. (de) The Transaction Insurance Approvals No orders suspending the use of the Company Proxy Statement shall have been obtained issued and the waiting periods applicable thereto no proceeding for that purpose shall have terminated or expiredbeen initiated by the SEC.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Buyer Parent, Buyer and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Companyobtained; (b) Any the waiting period (and any extension thereof) applicable to the consummation of the Merger Transactions under the HSR Act shall have expired been terminated or been terminated, and any approvals required thereunder shall have been obtainedexpired; (c) No Governmental Authority no temporary restraining order, preliminary or permanent injunction or other judgment, Order or decree issued by a court or agency of competent jurisdiction that prohibits the consummation of any of the Transactions shall have been issued and remain in effect, and no Law shall have been enacted, issued, promulgatedenforced, enforced entered, or entered any injunction, order, decree promulgated that prohibits or ruling (whether temporary, preliminary or permanent) which is then in effect and has makes illegal the effect of making consummation of the Merger illegal or prohibiting consummation any of the Mergerother Transactions; (d) the Acceleration, the Contribution, the Sale and the Spin Off shall have been consummated; and (de) The Transaction Insurance Approvals IRS shall have been obtained and granted the waiting periods applicable thereto shall have terminated or expiredCompany a Sufficient Ruling.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver in writing by the Company and Parent at or prior to the Merger Effective Time of the following conditions: (a) The Company if required by applicable Law, the Requisite Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (b) any applicable waiting period (or any extension thereof) under the HSR Act relating to the purchase of shares of Company Common Stock pursuant to the Offer or the consummation of the Merger shall have expired or otherwise been terminated; (c) No no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling Order (whether temporary, preliminary or permanent) which is then in effect and has the effect of enjoining, making consummation of illegal or otherwise prohibiting or preventing the Merger illegal or prohibiting the consummation of the Merger; and (d) The Transaction Insurance Approvals unless the Offer Termination shall have been obtained and the waiting periods applicable thereto occurred, Merger Sub shall have terminated or expiredaccepted for payment all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer.

Conditions to the Obligations of Each Party. The respective obligations of Parent, Merger Subsidiary and the Company, Parent and MergerCo Company to consummate the Merger are is subject to the satisfaction or (to extent permitted by Applicable Law) waiver in writing at or prior to the Merger Effective Time Closing of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Company; (b) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, no temporary restraining order, decree or ruling (whether temporary, preliminary or permanentpermanent injunction or other judgment issued by any court of competent jurisdiction (collectively, “Restraints”) which is then shall be in effect and has enjoining or otherwise prohibiting the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (dc) The Transaction Insurance Approvals (i) any applicable waiting period (and any extensions thereof) under the HSR Act relating to, and any agreement between a Party and a Governmental Authority not to consummate, the Merger shall have expired or been terminated and (ii) all required consents, approvals, non-disapprovals, termination or expiration of waiting periods and other authorizations of any Governmental Authority under any Antitrust Laws shall have been obtained and the waiting periods applicable thereto or shall have terminated or expiredoccurred, as the case may be.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by Law) waiver in writing by the Company, Parent and Acquisition Sub at or prior to the Merger Effective Time of the following conditions: (a) The Company the Requisite Stockholder Approval shall have been obtained by the Companyobtained; (b) Any any waiting period (and or any extension thereof) applicable to the consummation of the Merger under the HSR Act and other applicable Antitrust Laws of the jurisdictions and Governmental Authorities as set forth on Schedule I shall have expired expired, terminated or been terminated, and any approvals required thereunder shall have approval been obtained;, as applicable; it being understood that if a filing is jointly determined by the Company, Parent and Acquisition Sub to not be required in any jurisdiction set forth on Schedule I, no party hereunder shall be required to make any such filing; and (c) No no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making consummation of the Merger restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The respective obligations of each of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction (or waiver in writing at waiver, if permissible under Applicable Law) on or prior to the Merger Effective Time Closing Date of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by the Companyin accordance with Delaware Law; (b) Any no Applicable Law (whether temporary, preliminary or permanent) shall make consummation of the Merger illegal or otherwise prohibited; (c) any (i) applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated and (ii) agreement with a Governmental Authority entered into in accordance with Section 8.01 not to consummate, or to delay consummation of, the Merger shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals the CFIUS Clearance shall have been obtained and be in full force and effect; and (e) all actions by or in respect of, or filings with, any Governmental Authority required to permit the waiting periods applicable thereto consummation of the Merger set forth on Section 9.01(e) of the Company Disclosure Schedule, shall have terminated been taken, made or expiredobtained.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo MergerSub to consummate the Merger are subject to the satisfaction or waiver in writing (as permitted by applicable Law) at or prior to the Merger Effective Time of the following conditions: (a) The Company Stockholder Approval shall have been obtained by the Company;Company Stockholder Approval. (b) Any All necessary consents and approvals of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been obtained, including consents and approvals relating to antitrust, competition, trade or other regulatory matters, including, but not limited to, any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act Act, shall have expired or been terminated, and any approvals approval required thereunder shall have been obtained;. (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree decree, ruling or ruling other legal restraint or prohibition (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and MergerCo each party to consummate the Merger transactions contemplated by this Agreement, including the Merger, are subject to the satisfaction or (to the extent not prohibited by Law) waiver in writing by the Company, Parent and Acquisition Sub at or prior to the Merger Effective Time of the following conditions: (a) The Company the Requisite Stockholder Approval shall have been obtained by the Companyobtained; (b) Any any waiting period (and or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and the applicable waiting periods (or any approvals required thereunder extensions thereof) or clearance, as applicable and described, under the Antitrust and Foreign Investment Laws of the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Letter and Parent Disclosure Letter shall have expired, been terminated or been obtained;; and (c) No no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree Law or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making consummation of the Merger restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Merger Sub and MergerCo the Shareholders to consummate the Merger are subject to the satisfaction or (or, if permitted by applicable Law, waiver in writing at or prior to by the Merger Effective Time party for whose benefit such condition exist) of the following conditions: (a) The Company Stockholder Approval this Agreement and the Transactions shall have been obtained approved and adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock, in accordance with the DGCL and the Company's Certificate of Incorporation; (b) Any any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated, promulgated or enforced by any Governmental Authority or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) a court of competent jurisdiction which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger illegal or prohibiting consummation of limiting or restricting the Surviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Merger; and (d) The Transaction Insurance Approvals all other necessary and material governmental and regulatory clearances, consents, or approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredreceived.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent Merger Sub and MergerCo the Stockholders to consummate the Merger are subject to the satisfaction or (or, if permitted by applicable Law, waiver in writing at or prior to by the Merger Effective Time party for whose benefit such condition exist) of the following conditions: (a) The Company Stockholder Approval this Agreement and the Transactions shall have been obtained approved and adopted by the affirmative vote of the Requisite Majority in accordance with the DGCL and the Company's Certificate of Incorporation; (b) Any any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act relating to the Merger shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated, promulgated or enforced by any Governmental Authority or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) a court of competent jurisdiction which is then in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger illegal or prohibiting consummation of limiting or restricting the Surviving Corporation's or Merger Sub's conduct or operation of the business of the Company after the Merger; and (d) The Transaction Insurance Approvals all other necessary and material governmental and regulatory clearances, consents, or approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredreceived.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Shareholder Approval shall have been obtained by the Companyin accordance with South Dakota Law; (b) Any waiting period (and no order or injunction issued by any extension thereof) applicable to court of competent jurisdiction in the United States preventing or making illegal the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; (c) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (d) all actions by or in respect of, and or filings with, any approvals required thereunder Governmental Authority set forth on ‎Section 9.01(d) of the Company Disclosure Schedule shall have been obtained; (c) No Governmental Authority shall have enactedtaken, issuedmade or obtained and, promulgatedin each case, enforced or entered such approvals are not conditioned upon Parent taking any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Mergeraction that would constitute a Materially Burdensome Regulatory Condition; and (de) The Transaction Insurance Approvals CFIUS Approval shall have been obtained and the waiting periods applicable thereto shall have terminated or expiredremain in full force and effect.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Subsidiary to consummate the Merger are subject to the satisfaction or (where permitted by Applicable Law) written waiver in writing at or prior to by the Merger Effective Time Company and Parent of the following conditions: (a) 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 shall have taken effect after the date hereof and shall still be in effect. (b) The Company Stockholder Approval shall have been obtained by the Company;obtained. (bi) Any The waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted and (ii) all consents, approvals, non-disapprovals, and authorizations of any approvals required thereunder Governmental Authority set forth in Section 9.01(c) of the Company Disclosure Schedule shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.

Conditions to the Obligations of Each Party. The obligations of the Company, Parent and MergerCo Merger Sub to consummate the Merger are subject to the satisfaction or waiver in writing at or prior to the Merger Effective Time of the following conditions: (a) The the Company Stockholder Approval shall have been obtained by in accordance with the CompanyDGCL; (b) Any waiting period the Parent Common Shares issuable to the Company stockholders pursuant to this Agreement shall have been authorized for listing on the NYSE upon official notice of issuance; (c) the Registration Statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued (and not rescinded); (d) no Order issued by any extension thereof) applicable to court of competent jurisdiction or other Governmental Authority or Applicable Law prohibiting, rendering illegal or permanently enjoining the consummation of the Merger shall be in effect; and (e) any applicable waiting period (including any extension thereof and any timing agreement with a Governmental Authority) under the HSR Act relating to the Merger shall have expired or been terminated, and any approvals required thereunder shall have been obtained; (c) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or prohibiting consummation of the Merger; and (d) The Transaction Insurance Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired.