Common use of Conditions to the Obligations of the Parties Clause in Contracts

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (b) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained; (d) the Required ARYA Shareholder Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Company Merger Effective Time,

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Written Consent shall have been obtained; (de) the Required ARYA Shareholder Approval shall have been obtained;; and (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), ARYA shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Stockholder Written Consent shall have been obtained; (de) the Required ARYA Shareholder HighCape Stockholder Approval shall have been obtained;; and (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), HighCape shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act and approvals, if any, required under any foreign laws shall have been obtained and any waiting periods under any foreign laws shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Written Consent shall have been obtained; (de) the Required ARYA Purchaser Shareholder Approval shall have been obtained; (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby, Purchaser shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,; and

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Stockholder Written Consent shall have been obtained; (de) the Required ARYA Shareholder Longview Stockholder Approval shall have been obtained;; and (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), Longview shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser on the Parties one hand, and the Company on the other hand, to consummate the Merger are subject to the following conditions precedent: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger or the Bank Merger shall have been issued and shall remain in effect. (b) This Agreement and the Merger shall have been duly approved by the requisite vote of the stockholders of Purchaser and the Company at duly called meetings. (c) Purchaser shall have received approvals of the Governmental Authorities to acquire the Company and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (b) the Registration Statement / Proxy Statement hereby and all required waiting periods relating thereto shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained;expired. (d) the Required ARYA Shareholder Approval The Registration Statement shall have been obtained;declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC. (e) HoldCo’s initial listing application with Nasdaq Each party shall have received the Tax Opinion (as contemplated in connection with Section 5.12 above). (f) The shares of Purchaser Common Stock which shall be issued to the transactions contemplated by this Agreement shareholders of the Company upon consummation of the Merger shall have been conditionally approved andauthorized for listing on Nasdaq, immediately following the Company Merger Effective Time,subject to official notice of issuance.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity restraining, prohibiting or other legal restraint or prohibition preventing making illegal the consummation of the transactions contemplated by this Agreement shall be pending or in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement / Proxy Statement shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statementeffect, and no proceeding Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) after giving effect to the transactions contemplated hereby THMA shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; (e) the Required THMA Stockholder Approval shall have been obtained; and (f) the Company Shareholder Stockholder Written Consent shall have been obtained; (d) the Required ARYA Shareholder Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists Company and SPAC of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (b) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company SPAC Shareholder Written Consent Approval and the SPAC Warrant Holder Approval shall have been obtained; (d) the Required ARYA Company Shareholder Approval and the Company Warrant Holder Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with any applicable waiting period required prior to the Merger under the French Commercial Code shall have expired or terminated; (f) the French Foreign Investment Clearance shall have been obtained; (g) any approvals required by a Governmental Entity under applicable antitrust or competition Laws shall have been obtained; and (h) after giving effect to the transactions contemplated by this Agreement hereby, SPAC shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Written Consent shall have been obtained; (de) the Required ARYA TortoiseCorp III Shareholder Approval shall have been obtained; (ef) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Private Placement Warrants Termination Agreement shall have been conditionally approved obtained; and (g) after giving effect to the transactions contemplated hereby, TortoiseCorp III shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Written Consent shall have been obtained; (de) the Required ARYA Dragoneer Shareholder Approval shall have been obtained; (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the Investor PIPE Financing), Dragoneer shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g) (1) of the Exchange Act) immediately following after the Company Merger Effective Time,; and (g) the Trust Account Proceeds shall be equal to or greater than $207,000,000.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Seller Unitholder Written Consent shall have been obtained; (de) the Required ARYA Shareholder Approval Company Unitholder Written Consent shall have been obtained; (ef) HoldCo’s initial listing application with Nasdaq in connection with the Required JAWS Shareholder Approval shall have been obtained; and (g) after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), JAWS shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing or making illegal the consummation of the transactions contemplated by this Agreement Transactions shall be in effect; (b) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order Acquiror Stockholder Approval shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pendingobtained; (c) the Company Shareholder Written Consent Stockholder Approval shall have been obtained; (d) the Required ARYA Shareholder Nasdaq Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement Form S-4 shall have been conditionally approved declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened; and, immediately following (f) all conditions for the Company Merger Effective Time,closing of the Sale Transaction shall have been performed or waived in accordance with the Sale Transaction Agreements and the Sale Transaction shall be consummated concurrently with the consummation of the Merger.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the each Company Shareholder Party Stockholder Written Consent shall have been obtained; (de) the Required ARYA Parent Shareholder Approval shall have been obtained;; and (ef) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), Parent shall have been conditionally approved and, at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately following after the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (b) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Required ARYA Shareholder Written Consent Approval shall have been obtained; (d) the Required ARYA Shareholder Approval Company Shareholders’ Consent shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with after giving effect to the transactions contemplated by this Agreement hereby (including the PIPE Financing), TopCo shall have been conditionally approved at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; (f) the Aggregate TopCo Transaction Proceeds shall be equal to or greater than $150,000,000; and, immediately following (g) the Company Merger Effective Time,Aggregate PIPE Proceeds shall be equal to or greater than $100,000,000.

Conditions to the Obligations of the Parties. The Notwithstanding any other provision of this Agreement, the obligations of Purchaser on the Parties one hand, and the Company on the other hand, to consummate the Merger are subject to the following conditions precedent: (a) No preliminary or permanent injunction or other order by any federal or state court which prevents the consummation of the Merger or the Bank Merger shall have been issued and shall remain in effect. (b) This Agreement shall have been duly adopted by the requisite vote of the stockholders of the Company at a duly called meeting. (c) Purchaser shall have received approvals of the Governmental Authorities to acquire the Company and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (b) the Registration Statement / Proxy Statement hereby and all required waiting periods relating thereto shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained;expired. (d) the Required ARYA Shareholder Approval The Registration Statement shall have been obtained;declared effective under the Securities Act and no stop orders shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC. (e) HoldCo’s initial listing application with Nasdaq in connection with The shares of Purchaser Common Stock which shall be issued to the transactions contemplated by this Agreement stockholders of the Company upon consummation of the Merger shall have been conditionally approved andauthorized for listing on Nasdaq, immediately following the Company Merger Effective Time,subject to official notice of issuance.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by each of the Party for whose benefit such condition exists Parties of the following conditions: (a) the applicable waiting period under the HSR Act relating to the transactions contemplated by this Agreement (if applicable) shall have expired or been terminated; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the Company Shareholder Written Consent shall have been obtained; (de) the Required ARYA SLAM Shareholder Approval shall have been obtained;; and (ef) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement FCC Consent shall have been conditionally approved and, immediately following the Company Merger Effective Time,obtained.

Conditions to the Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) all applicable waiting periods (and any extensions thereof) under the HSR Act with respect to the transactions contemplated by this Agreement, and any commitment to, or agreement (including any timing agreement) with, any Governmental Entity not to close the transactions contemplated by this Agreement, shall have expired or been terminated, and all Consents under the Laws listed in Section 6.1(a) of the Company Disclosure Schedules shall have been obtained and shall remain in full force and effect; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; (bc) the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (cd) the each Company Shareholder Party Stockholder Written Consent shall have been obtained;; and (de) the Required ARYA Shareholder Parent Stockholder Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Company Merger Effective Time,.

Conditions to the Obligations of the Parties. The obligations of the Parties Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (ai) no Order or Law No order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect; , (bii) the Registration Statement / Proxy Statement no material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an order shall have become effective in accordance with the provisions of the Securities Actbe pending, and (iii) no stop order action by any Governmental Authority shall have been issued taken, or any Law enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement that prevents the consummation of the transactions contemplated by this Agreement. (i) The waiting period under the SEC and shall remain in effect with respect HSR Act applicable to the Registration Statement / Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (c) the Company Shareholder Written Consent shall have been obtained; (d) the Required ARYA Shareholder Approval shall have been obtained; (e) HoldCo’s initial listing application with Nasdaq in connection with consummation of the transactions contemplated by this Agreement shall have expired or been conditionally approved andterminated and (ii) the required consents, immediately following authorizations, orders and approvals of (or notices to or filings with) any applicable Governmental Authority shall have been obtained, given or made, other than those in respect of which the Company Merger Effective Time,failure to obtain, give or make, as the case may be, would not reasonably be expected to have a Material Adverse Effect.