Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viii) compliance with the applicable requirements of the NYSE; (ix) such other items as disclosed in Section 6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to any court, federal, state, local or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, agency or instrumentality of the foregoing or other legislative, executive or judicial authority (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate or result in a breach of, or otherwise contravene or conflict with, any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above and, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (iA) compliance with, and filings under, pursuant to Section 1.3; (B) required under the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the “HSR Act”) and the European Community Council Regulation No. 139/2004 (the “EU Merger Regulation”), and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any applicable state securities or “blue sky” laws, and the rules and regulations thereunder promulgated under any of the foregoing; (D) with, from or to the Federal Aviation Administration (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information StatementFAA”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing United States Department of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission Transportation (the “FERCDOT”) under Section 203 of the Federal Power Act of 1935), as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”), and the Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”); (viiiE) compliance with with, from or to NYSE, The NASDAQ Stock Market (“NASDAQ”) or the applicable requirements of the NYSE; (ix) such other items as disclosed in Section 6.1(d)(i) of the Company Disclosure LetterFinancial Industry Regulatory Authority, Inc.; and (xF) filings and notices required as a result with, from or to any applicable foreign Governmental Entities regulating any aspect of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”)airline industry, no Permit notices, reports or Order other filings are required to be made by American or action ofany of its Subsidiaries with, registrationnor are any consents, declaration registrations, approvals, permits or filing with authorizations required to be obtained by American or notice to any courtof its Subsidiaries from, federal, state, local any domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, court or other legislative, executive or judicial authority governmental entity (each, a “Governmental Entity”) or (subject and after giving effect to any regional transmission organization or independent system operator is necessary or required approvals of the Bankruptcy Court (including to be obtained or made the extent applicable, the Confirmation Order confirming the Plan) and the Plan), in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by American and the Company consummation by American and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in an American Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of American and its Subsidiaries to consummate the Merger and the other transactions contemplated hereby. (ii) Except as set forth in Section 3.1(d)(ii) of the American Disclosure Letter, and subject to the entry by the Bankruptcy Court of the Merger Support Order and the Confirmation Order, the execution, delivery and performance of this Agreement by American and Merger Sub do not, and the consummation by American and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or by-laws of American or Merger Sub or the comparable governing documents of any other Subsidiaries of American; (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or a default under, amendmentor the creation, cancellation increase or acceleration of any obligations under any agreement, lease, license, contract, note, mortgage, indenture or other legally binding obligation (a “Contract”) that (i) was entered into prior to the commencement of the Cases and has been assumed by the Debtors as of the date of this Agreement or as of the loss Closing Date, (ii) was entered into after the commencement of any benefit underthe Cases and is binding upon the Debtors, require any consent under, (iii) was entered into prior to the commencement of the Cases but is a type of Contract that can neither be assumed or result rejected by the Debtors in connection with the creation Cases but will be binding upon the Debtors upon Closing after giving effect to the Confirmation Order and the occurrence of any Lien the effective date under the Plan or (iv) was entered into prior to or after the commencement of the Cases and is binding upon any non-Debtor Subsidiary of American (each of the properties or assets foregoing, a “Binding American Contract”) or, assuming (solely with respect to performance of this Agreement and consummation by American and Merger Sub of the Company Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.1(d)(i), any Law or governmental or non-governmental permit or license to which American or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of any such violationlien, breachcharge, defaultpledge, right of terminationsecurity interest, amendmentclaim or other encumbrance (each, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to Lien”) on any of the Company assets of American or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect pursuant to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed byBinding American Contract, including any consent decree, settlement loan agreement or similar written any other indebtedness agreement withor instrument of indebtedness, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, default, creation, increase, acceleration or Lien that would not, individually or in the aggregate, would not (i) reasonably be expected to have a Company result in an American Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impede impair the ability of the Company American and its Subsidiaries to consummate the Offer, the Merger or and the other transactions contemplated by this Agreementhereby.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Except for the proxy statement/prospectus to be sent to the shareholders of the Company in connection with the Shareholders Meeting (isuch prospectus and proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), (ii) compliance with, (A) the filing of a Notification and filings under, Report Form by the Company pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended, and the rules and regulations thereunder 1976 (the “HSR Act”); (ii) compliance withand the termination of the waiting period required thereunder, and filings under(B) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws, including those set forth on Section 5.4(a) of the Company Disclosure Letter, (iii) the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; Laws, (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers filings with the Federal Communications Commission (the “FCC”); (viii) compliance with as may be required pursuant to the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the NYSE; (ix) such other items as disclosed in Section 6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub FCC (the items set forth above in clauses (i) through (ix), the “Company Required Governmental ApprovalsCommunications Laws”), (v) the filing of the Articles of Merger with the Secretary of State of the State of Indiana, and (vi) any notice pursuant to the rules and regulations of the New York Stock Exchange (the “NYSE”), there are no Permit or Order or action ofnotices, registrationreports, declaration or filing with or notice to any courtdeclarations, federal, state, local or foreign governmental or regulatory body (including a stock exchange submissions or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, agency or instrumentality of the foregoing or other legislative, executive or judicial authority (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or filings required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate or result in a breach of, or otherwise contravene or conflict with, nor are any provision ofconsents, constitute a default (with or without notice or lapse of time or both) underregistrations, result in the termination or modification ofapprovals, accelerate the performance required bylicenses, result in a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above and, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.permits,

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance withOther than the filings, reports and/or notices to, and filings underconsents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); ) and the expiration or earlier termination of applicable waiting periods thereunder, (iiE) compliance with, and filings under, under the Securities Exchange Act of 1934 and the Securities Actrules and regulations promulgated thereunder, including, if applicable pursuant to this Agreement, the filing with the SEC of as amended (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information StatementExchange Act”), (yF) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under FERC pursuant to Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vFederal Power Act”) and the filing FERC’s regulations thereunder, and the approval of the Certificate of Merger and any other appropriate merger documents required FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the DGCL PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the Secretary of State issuance of the State Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of Delaware; (vi) the filing of a petition tocontrol, and approval, or a determination that no approval is requiredas applicable, of radio licenses, including point-to-point private microwave licenses held by the New York State Public Service Commission (“NYPSC”Company and/or its Subsidiaries and the consent(s) under of the New York Public Service Law, as amended; (vii) required pre-approvals FCC for such assignment and/or transfer of control (the “FCC Pre-Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of license transfers the Vermont Department of Financial Regulation with respect to the Federal Communications Commission change of control of EFH Vermont Insurance Company (the “FCCVermont Insurance Approval”); (viii) compliance with the applicable requirements of the NYSE; (ix) such other items and except as disclosed set forth in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company or action ofany of its Subsidiaries with, registrationnor are any consents, declaration registrations, approvals, permits or filing with authorizations required to be obtained by the Company or notice to any courtof its Subsidiaries from, any federal, statestate or local, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or instrumentality of the foregoing or any other legislative, executive or judicial authority governmental entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance consummation by the Company or any of its obligations hereunder or consummation Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Companythis Agreement, other than such items that except those which the failure to make or obtain, as the case may beobtain has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company or any of its Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Company this Agreement will not, violate constitute or result in (A) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation or bylaws of the Company or the comparable governing documents of any provision ofof its Subsidiaries, constitute a default (B) assuming compliance with the matters referred to in Section 5.1(d)(i) and except as set forth in Section 5.1(d)(ii)(B) of the Company Disclosure Letter, with or without notice or notice, lapse of time or both, a breach or violation of, a termination, cancellation (or right of termination or amendment) or a default under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation creation or acceleration of any obligation or obligations under, the requirement of any consent under, the requirement of any loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Companyagreement, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchisecontract, consentnote, certificatemortgage, qualificationindenture, registrationcredit agreement, authorization, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable to binding upon the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject license from a Governmental Entity to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of which the Company Disclosure Letter, or any Company Material Contract, except in the case of clauses its Subsidiaries is subject or (C) assuming compliance with the matters referred to in Section 5.1(d)(i) a violation of any Law to which the Company or (D) above andany of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change that has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or preventEffect. (iii) The consent dated May 6, materially delay or materially impede 2016, for the ability direct and indirect transfer of control of Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2 requested by application dated November 12, 2015, in Docket Nos. 50-445 and 50-446 (License Nos. NPF-87 and NPF-89), as supplemented, in connection with the Reorganized TCEH Spin-Off as required from the U.S. Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the Company Atomic Energy Act of 1954, as amended, and the NRC’s implementing regulations at 10 CFR 50.80 has been obtained and is in full force and effect and no challenge thereto is pending. No further NRC consents are required absent material changes to consummate the Offer, Plan of Reorganization and supporting information described to the Merger or the other transactions contemplated by this AgreementNRC in connection with such application.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (iiB) compliance with, and filings under, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act, including, if applicable pursuant to this Agreement, Act including the filing with the SEC Securities and Exchange Commission (the “SEC”) of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vC) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Delaware Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viiiE) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (ixF) notices, reports, filings, consents, registrations, permits or authorizations required in connection with the Carveout Transaction; and (G) such other items as disclosed in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub Letter (the items set forth above in clauses (iA) through (ixG), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action of, registration, declaration or filing with or notice authorizations required to be obtained by the Company from any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))body, commission, agency or instrumentality of the foregoing agency, instrumentality, authority or other legislative, executive or judicial authority entity (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementMerger. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or bylaws of the Company or any of its Material Subsidiaries or (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any Company Material Contract, or assuming (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i), under any Law or Permit to which the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant tois subject, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries), for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementMerger.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance withOther than the filings, reports and/or notices to, and filings underconsents, registrations, approvals, permits and authorizations required to be made or obtained (A) to or from the Secretary of State of the State of Texas or the Secretary of State of the State of Maryland or Delaware, as the case may be, in connection with the Merger, (B) as a result of facts and circumstances solely attributable to Parent or OV2 or any of their Affiliates, (C) pursuant to the Bankruptcy Code in connection with matters in the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); , including the expiration or earlier termination of applicable waiting periods thereunder, or any law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade or lessening of competition, including the HSR Act (ii“Competition Law”), (E) compliance with, and filings under, under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), and the Securities Act, including, if applicable pursuant (F) to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, from the Federal Energy Regulatory Commission (the “FERC”) under pursuant to Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vFederal Power Act”) and the filing FERC’s regulations thereunder, and the approval of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals FERC thereunder (the “FCC Pre-ApprovalsFERC Approval”), (G) to or from the Public Utility Commission of Texas (“PUCT”) pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of license transfers the PUCT thereunder (the “PUCT Approval”) with respect to the matters identified in the PUCT Filing (as defined below) including approval by the PUCT of the Oncor Restructuring (including the transfer of the certificates of convenience and necessity held by Oncor to OEDC), (H) for the issuance of the Private Letter Ruling in accordance with Section 7.1(e), (I) to or from the Federal Communications Commission (the “FCC”) for the transfer of radio licenses and point-to-point private microwave licenses held by the Company and its Subsidiaries and the approval of the FCC for such transfer (the “FCC Approval”); , (viiiJ) compliance with the applicable requirements Nuclear Regulatory Commission (the “NRC”) pursuant to Section 184 of the NYSE; Atomic Energy Act and the NRC’s regulations thereunder and the approval of the NRC thereunder (ixthe “NRC Approval”), (K) to or from any municipality or other local Governmental Entity pursuant to any franchise agreement between such municipality or other authority and any Oncor Entity, each such agreement being set forth on Section 5.1(d)(i) of the Company Disclosure Letter (the “Franchise Approvals” and, together with the other items referred to in subsections (C) through (J) of this Section 5.1(d)(i), the “Company Approvals”), (L) to the Pension Benefit Guaranty Corporation with respect to any reportable event filings, and except as disclosed set forth in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company or action ofany of its Subsidiaries with, registrationnor are any consents, declaration registrations, approvals, permits or filing with authorizations required to be obtained by the Company or notice to any courtof its Subsidiaries from, any federal, statestate or local, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or instrumentality of the foregoing or any other legislative, executive or judicial authority governmental entity (each, a “Governmental Entity”) ), in connection with the execution, delivery and performance by the Company and its Subsidiaries of the Transaction Agreements to which the Company or any regional transmission organization of its Subsidiaries is a party and the consummation by the Company and its Subsidiaries of the EFH Subject Transactions, except those which are authorized by the PUCT or independent system operator is necessary or required ERCOT to be obtained or made after the First Closing Date in connection with the execution and delivery ordinary course of this Agreement by the Company, the performance by the Company of its obligations hereunder business or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may beobtain has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do and its Subsidiaries of the Transaction Agreements to which the Company or any of its Subsidiaries is a party does not or, if not a Signing Date Agreement, will not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company EFH Subject Transactions will not, violate constitute or result in (A) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation or bylaws of the Company or the comparable governing documents of any provision ofof its Subsidiaries, constitute a default (B) with or without notice or notice, lapse of time or both, a breach or violation of, a termination, cancellation (or right of termination or amendment) or a default under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation creation or acceleration of any obligation or obligations under, the requirement to obtain of any consent under, the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Companyagreement, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchise, consentcontract, certificatenote, qualificationmortgage, registrationindenture, authorizationcredit agreement, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable to binding upon the Company or any of its Subsidiaries or their respective assets or any License (as defined below) held by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries, or any of their respective properties or assets, or is subject or, (DC) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) assuming that each of the Company Disclosure LetterApprovals is obtained, a violation of any Law to which the Company Material Contractor any of its Subsidiaries or their respective assets is subject, except in the case of clauses (C) or (D) above andexcept, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change that has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or preventEffect. (iii) Without limiting the generality of the foregoing paragraphs (d)(i) and (ii) and except for the issuance by the IRS of the Private Letter Ruling in accordance with Section 6.18 and Section 7.1(e) and the NRC Approval, materially delay or materially impede the ability and except as otherwise set forth on Section 5.1(d)(iii) of the Company Disclosure Letter, no filing, report or notice to, or consent, registration, approval, permit or authorization of, any Governmental Entity is required in connection with the conversion of Reorganized TCEH to consummate a corporation or the Offerconsummation by TCEH, Reorganized TCEH, the Merger Company, EFH Corporate Services and their respective Subsidiaries of the Reorganized TCEH Contributions, the Preferred Stock Sale or the other transactions contemplated by this AgreementReorganized TCEH Spin-off, except those for which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vB) the filing of the Intermediate Delaware Certificate of Merger and any the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL LLCA with the Secretary of State of the State of Delaware; , (viC) the filing of a petition to, notification under Section 1-302(g) and approval, or a determination that no approval is required, Section 2-302.b of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals National Industrial Security Program Operating Manual (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCCNISPOM”); , (viiiD) compliance with and filings under the applicable requirements of the NYSE; International Traffic in Arms Regulations (ix“ITAR”), and (E) such other items as disclosed in Section 6.1(d)(i3.1(e)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub Letter (the items set forth above in clauses (iA) through (ixE), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals or action ofauthorizations required to be obtained by the Company from, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))body, commission, agency or instrumentality of the foregoing agency, instrumentality, authority or other legislative, executive or judicial authority entity or court (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company or the performance by the Company of its obligations hereunder or consummation of the Offer, Intermediate Merger and the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may be, would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, (A) materially delay or materially impede and adversely affect the ability of the Company to carry out its obligations hereunder or consummate the Offer, the Merger or the other transactions contemplated by this Agreementhereby or (B) materially and adversely affect the ability of the Company and its Subsidiaries to carry on their business as it is now being conducted. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Offer, Intermediate Merger and the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of the certificate of formation of the Company or the Operating Agreement, (B) any breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) under, result in the termination or modification of, accelerate the performance required by, result in a give rise to any right of termination, amendmentcancellation, cancellation amendment or acceleration of of, any obligation Company Material Contract or material Permit held by the loss of any benefit underCompany, require any consent under, or result in (C) the creation of any Lien upon any of the properties or assets of (other than Permitted Liens) on the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used their properties, rights or assets, or (D) assuming compliance with the matters referred to in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to3.1(e)(i), any provisions violation of (A) the certificate of incorporation Law or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject Order to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries or any of their respective properties or assetsassets is subject, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letterexcept, any Company Material Contract, except in the case of clauses (B), (C) ), or (D) above andof this sentence, in the case of clause (B) abovewhere such breach, with respect to Subsidiaries of the Company other than Significant Subsidiariesviolation, for any such Violation whichdefault, termination, cancellation, amendment, acceleration or creation would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, (A) materially delay or materially impede and adversely affect the ability of the Company to carry out its obligations hereunder or consummate the Offer, the Merger or the other transactions contemplated by this Agreementhereby or (B) materially and adversely affect the ability of the Company and its Subsidiaries to carry on their business as it is now being conducted.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance withthe applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and filings under, the Xxxxrules and regulations promulgated thereunder; (B) the applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”), and the rules and regulations promulgated thereunder; (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (yC) the Schedule 14D-9 and (z) an Information Statementapplicable requirements of the NYSE; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (ivD) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of DelawareDelaware of the Delaware Certificate of Merger as required by the DGCL; (viE) the filing with the European Commission of a petition tomerger notification in accordance with Council Regulation (EC) 139/2004, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals E.C. Merger Regulation (the “FCC Pre-ApprovalsECMR”) of license transfers with the Federal Communications Commission and (the “FCC”); (viiiF) compliance with the applicable requirements of antitrust, competition or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the NYSE; (ix) such United States, no notices, reports or other items as disclosed in Section 6.1(d)(i) of filings are required to be made by the Company Disclosure Letter; and (x) filings and notices with, nor are any consents, registrations, approvals, permits or authorizations required as a result of facts and circumstances attributable to Parent or Merger Sub (be obtained by the items set forth above in clauses (i) through (ix)Company from, the “Company Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, court or other legislative, executive or judicial authority governmental entity (each, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may beobtain are not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or bylaws of the Company or the comparable governing documents of any of the Company’s Subsidiaries, except, in the case of those Subsidiaries that are not Significant Subsidiaries, as does not have, and is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or a default under, amendmentthe creation or, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent obligations under, or result in the creation of any a Lien upon on any of the properties or assets assets, of the Company or any of its Subsidiaries pursuant to any material agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation not otherwise terminable by any party thereto on one hundred eighty (any such violation180) days’ or less notice (each, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect Contract”) to which the Company or any of its Subsidiaries and such term when used in Section 6.2 has is a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from party or by any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries or its or any of their respective properties are bound or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or (D) above andany of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would is not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability consummation of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than the filings and/or notices (iA) compliance withpursuant to Section 1.3, (B) required as a result of facts and filings undercircumstances solely attributable to Parent or Merger Sub, (C) under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); ) and the expiration or earlier termination of applicable waiting periods thereunder, (iiD) compliance with, and filings under, under the Exchange Act Act, (E) under rules promulgated by the NYSE and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”)Chicago Stock Exchange, (yF) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under pursuant to Section 203 of the Federal Power Act and the approval of 1935, as amended FERC thereunder (the “FPA“FERC Approval”); , (vG) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); ) for the transfer of radio licenses and point-to-point private microwave licenses held indirectly by the Company and the approval of the FCC for such transfer (viiithe “FCC Approval”) compliance and (H) with the applicable requirements Nuclear Regulatory Commission (the “NRC”) for approval of any indirect license transfer deemed to be created by the Merger and the approval of the NYSE; (ix) NRC for such other items as disclosed in Section 6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub transfer (the items set forth above “NRC Approval” and, together with the other approvals referred to in clauses Subsections (iC) through (ixG) of this Section 5.1(d)(i), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action ofauthorizations required to be obtained by the Company from, registration, declaration or filing with or notice to any court, federal, statestate or local, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency body, arbitrator, court, regional transmission organization, ERCOT, or instrumentality of the foregoing or any other legislative, executive or judicial authority governmental entity (each, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items that except those, the failure to make or obtain, as the case may beobtain which would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede impair the ability consummation of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation or bylaws of the Company or the comparable governing documents of any provision ofof its Subsidiaries, constitute a default (B) with or without notice or notice, lapse of time or both, a breach or violation of, a termination, cancellation (or right of termination or amendment) or a default under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation creation or acceleration of any obligation or obligations under the requirement of any consent under, the requirement of any loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Significant Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Companymaterial agreement, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchisecontract, consentnote, certificatemortgage, qualificationindenture, registrationcredit agreement, authorization, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable to binding upon the Company or any of its Subsidiaries or any license from a Governmental Entity to which the Company or any of their respective properties or assets, its Significant Subsidiaries is subject or (DC) subject assuming compliance with the matters referred to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) 5.1(d)(i), a violation of any Law to which the Company Disclosure Letteror any of its Subsidiaries is subject, any Company Material Contractexcept, except in the case of clauses clause (CB) or (DC) above and, in the case of clause (BA) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change that would not, individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede impair the ability consummation of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, including the filing with the SEC Securities and Exchange Commission (the “SEC”) of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“”); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viii) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (ix) such other items as disclosed in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to any court, federal, state, local or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, agency or instrumentality of the foregoing or other legislative, executive or judicial authority (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate or result in a breach of, or otherwise contravene or conflict with, any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 5.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (Ai) the certificate of incorporation or bylaws of the Company, (Bii) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (Ciii) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (Div) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D5.1(d)(ii)(iv) of the Company Disclosure Letter, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (collectively, “Contracts”) to which the Company Material Contractor any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound, except in the case of clauses (Ciii) or (Div) above and, in the case of clause (Bii) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (iiB) compliance with, and filings under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act and the Securities Actrules and regulations promulgated thereunder, including, if applicable pursuant to this Agreement, including the filing with the SEC Securities and Exchange Commission (the “SEC”) of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to and the Stockholder Consent, as defined in Section 7.4(b) related Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with including any amendments or supplements thereto, the “Written Consent Information StatementSchedule 13E-3”), ) (y) the Schedule 14D-9 and (z) an Information Statement; (iiiC) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vD) the filing of the Delaware Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viiiE) compliance with the applicable requirements of the NYSENasdaq Global Select Market (the “Nasdaq”); and (ixF) such other items as disclosed in Section 6.1(d)(i5.1(e)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub Letter (the items set forth above in clauses (iA) through (ixF), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals or action of, registration, declaration or filing with or notice authorizations required to be obtained by the Company from any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))body, commission, agency or instrumentality of the foregoing agency, instrumentality, authority or other legislative, executive or judicial authority entity or court (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company or the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the certificate loss of incorporationa benefit under, bylaws or similar governing documents give rise to any right of termination, cancellation, amendment or acceleration of, any Subsidiary of the Company, (C) subject Contract to obtaining which the Company Required Governmental Approvals and the receipt or any of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from its Subsidiaries is a party or by any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries or any of their respective properties or assets are bound or result in the creation of any Lien on the Company or any of its Subsidiaries or any of their properties, rights or assets, or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(e)(i), under any Law to which the Company or any of its Subsidiaries is subject or (DC) subject to obtaining any change in the third-rights or obligations of any party consents set forth in Section 6.1(d)(ii)(D) under any Contract binding upon Company or any of the Company Disclosure Letterits Subsidiaries, any Company Material Contractexcept, except in the case of clauses (CB) or (D) above and, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant SubsidiariesC), for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance withOther than the filings, reports and/or notices to, and filings underconsents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or any of the Merger Subs or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Actexpiration or earlier termination of applicable waiting periods thereunder, including, if applicable (E) with the FERC pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vFederal Power Act”) and the filing FERC’s regulations thereunder, and the approval of the Certificate of Merger and any other appropriate merger documents required FERC thereunder (the “FERC Approval”), (F) to or from the PUCT pursuant to authority asserted by the DGCL PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (G) in connection with the Secretary of State issuance of the State Private Letter Ruling in accordance with Section 7.1(f), (H) with the FCC for the assignment and/or transfer of Delaware; (vi) the filing of a petition tocontrol, and approval, or a determination that no approval is requiredas applicable, of radio licenses, including point-to-point private microwave licenses held by the New York State Public Service Commission (“NYPSC”Company and/or its Subsidiaries and the consent(s) under of the New York Public Service Law, as amended; (vii) required pre-approvals FCC for such assignment and/or transfer of control (the “FCC Pre-Approval” and, together with the other items referred to in subsections (C) through (H) of this Section 5.1(d)(i), the “Company Approvals”), and (I) the approval of license transfers the Vermont Department of Financial Regulation with respect to the Federal Communications Commission change of control of EFH Vermont Insurance Company (the “FCCVermont Insurance Approval”); (viii) compliance with the applicable requirements of the NYSE; (ix) such other items and except as disclosed set forth in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company or action ofany of its Subsidiaries with, registrationnor are any consents, declaration registrations, approvals, permits or filing with authorizations required to be obtained by the Company or notice to any courtof its Subsidiaries from, any federal, statestate or local, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or instrumentality of the foregoing or any other legislative, executive or judicial authority governmental entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance consummation by the Company or any of its obligations hereunder or consummation Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Companythis Agreement, other than such items that except those which the failure to make or obtain, as the case may beobtain has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company or any of its Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Company this Agreement will not, violate constitute or result in (A) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation or bylaws of the Company or the comparable governing documents of any provision ofof its Subsidiaries, constitute a default (B) assuming compliance with the matters referred to in Section 5.1(d)(i) and except as set forth in Section 5.1(d)(ii)(B) of the Company Disclosure Letter, with or without notice or notice, lapse of time or both, a breach or violation of, a termination, cancellation (or right of termination or amendment) or a default under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation creation or acceleration of any obligation or obligations under, the requirement of any consent under, the requirement of any loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Companyagreement, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchisecontract, consentnote, certificatemortgage, qualificationindenture, registrationcredit agreement, authorization, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable to binding upon the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject license from a Governmental Entity to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of which the Company Disclosure Letter, or any Company Material Contract, except in the case of clauses its Subsidiaries is subject or (C) assuming compliance with the matters referred to in Section 5.1(d)(i) a violation of any Law to which the Company or (D) above andany of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change that has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (iiB) compliance with, and filings under, the Exchange Act and the Securities ActAct and the rules and regulations promulgated thereunder, including, if applicable pursuant to this Agreement, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 under the Exchange Act in connection with this Agreement, the Merger and the Transactions (xtogether with any amendments or supplements thereto, the “Information Statement”) or of a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions lieu thereof as contemplated hereunder by Section 6.4(a) (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iiiC) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated herebyMerger and the Transactions; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vD) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (viE) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) compliance with any filings as may be required under the New York Public Service Law, as amendedapplicable Environmental Laws; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viiiF) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (ixG) such other items as disclosed in Section 6.1(d)(i) compliance with, and filings under, any applicable requirements of the Company Disclosure Letter; Cable Communications Policy Act of 1984 as amended by the Cable Television Consumer Protection and Competition Act of 1992, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, and the rules and regulations of the Federal Communications Commission (x“the FCC”) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub promulgated pursuant thereto (the items set forth above in clauses (i) through (ix)collectively, the “Company Required Governmental ApprovalsFederal Communications Law”); (H) compliance with, and filings under, any applicable requirements of U.S. domestic state public utility commissions and similar U.S. domestic state authorities; (I) compliance with, and filings under, any applicable U.S. domestic state statutes or local franchise ordinances and agreements; (J) the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS” pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007, P.L. 110-49, 000 Xxxx. 000. and otherwise (codified at 50 U.S.C. App. 2170) and regulations thereto, codified at 31 C.F.R. Part 800, et seq., as amended (“Section 271”)) in accordance with the requirements of Section 271, no Permit filings, notices, reports, consents, registrations, approvals, permits or Order authorizations are required to be made by the Company with, nor are any required to be obtained by the Company from, any domestic, foreign or action oftransnational governmental, registrationquasi-governmental, declaration regulatory or filing with self-regulatory authority, agency, commission, body, department or notice to instrumentality or any court, federal, state, local tribunal or foreign governmental or regulatory body (including a stock exchange arbitrator or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof)), commission, agency entity or instrumentality of the foregoing subdivision thereof or other legislative, executive or judicial authority entity of any nature (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company or the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the CompanyTransactions, other than such items except those that the failure to make or obtain, as the case may be, would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company Transactions will not, violate constitute or result in a breach or violation of, or otherwise contravene a default under, the certificate of incorporation or conflict withbylaws of the Company. Except as would not reasonably be expected to have, any provision ofindividually or in the aggregate, a Material Adverse Effect, the execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the Transactions will not, constitute a default (or result in, with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (any such violationeach, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to Contract”) binding upon the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning or, assuming (solely with respect to Parent or any performance of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws this Agreement and consummation of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals Merger and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”Transactions), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by compliance with the matters referred to in Section 5.1(d)(i) under any Governmental Entity (each, a “Permit”) or Law applicable Laws to which the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above and, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreementis subject.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than (iA) compliance with, and the filings under, and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”)required, (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vB) the filing of the Delaware Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers Delaware in accordance with the Federal Communications Commission DGCL, (the “FCC”); (viiiC) compliance with the applicable requirements of the NYSE; Securities Exchange Act of 1934, as amended (ix) such other items as disclosed in Section 6.1(d)(i) the “Exchange Act”), including the filing of the Proxy Statement in connection with the Company Disclosure Letter; Stockholders Approval, (D) compliance with the rules and regulations of the American Stock Exchange, (E) compliance with any applicable foreign or state securities or blue sky laws and (xF) the filings or notices that are required and notices required as a result of facts and circumstances attributable customary pursuant to Parent or Merger Sub any state environmental transfer statutes (the items set forth above in collectively, clauses (iA) through (ixF), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action ofauthorizations required to be obtained by the Company from, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, court or other legislative, executive or judicial authority governmental entity, including, but not limited to, any exchange on which securities of the Company are traded or listed (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the OfferMerger and the other transactions contemplated hereby, except those that the failure to make or obtain are not reasonably likely to have a Company Material Adverse Effect. (ii) Except as set forth in Section 3.1(d)(ii) of the Company Disclosure Letter, assuming compliance with the matters referenced in Section 3.1(d)(i), receipt of the Company Approvals and the receipt of the Company Stockholders Approval, the execution and delivery of this Agreement by the Company do not, and performance of this Agreement by the Company, including the consummation of the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or by-laws of the Company or the comparable governing documents of any of its Subsidiaries or, (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (pursuant to any such violationagreement, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchisecontract, consentnote, certificatemortgage, qualificationindenture, registration, authorization, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable required to be filed as an exhibit to the Company’s annual report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act binding the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject Law to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of which the Company Disclosure Letter, or any Company Material Contract, except in the case of clauses (C) or (D) above andits Subsidiaries is subject except, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, individually violation, termination, default, creation or in the aggregate, would acceleration that is not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than (iA) compliance withthe proxy statement to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting (such proxy statement, as it may be amended or supplemented from time to time, the “Proxy Statement”); (B) (1) the filing of a Notification and filings under, Report Form by the Company pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) and the termination or expiration of the waiting period required thereunder; (2) such filings set forth in Section 5.1(d)(i)(B) of the Company Disclosure Letter that the Company has determined in good faith, after consultation with Parent and outside counsel, are necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws of any jurisdiction; and (3) any other filings necessary to obtain the receipt, termination or expiration, as applicable, of approvals or waiting periods required under all other applicable Antitrust Laws of any jurisdiction that result from any facts and circumstances relating to Parent or its Affiliates, including Merger Sub (other than the identity of Parent and its Affiliates, including Merger Sub, and other facts and circumstances relating to Parent and its Affiliates, including Merger Sub, known by the Company or its outside antitrust counsel prior to the date of this Agreement) ((B)(1), (B)(2) and (B)(3) above, collectively, the “Antitrust Consents”); (iiC) compliance withfilings required by the applicable requirements of the Securities Act of 1933, and filings underas amended (the “Securities Act”), the Exchange Act and the Securities Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated herebyLaws; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vD) the filing of the Delaware Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; and (viE) any notice pursuant to the filing of a petition to, rules and approval, or a determination that no approval is required, regulations of the New York State Public Service Commission NASDAQ Global Select Market, the UK Financial Conduct Authority (“NYPSC”) under together with its predecessor entity the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viii) compliance with the applicable requirements of the NYSE; (ix) such other items as disclosed in Section 6.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix)Financial Services Authority, the “Company Required FCA”) or the London Stock Exchange (including the Listing Rules and the Disclosure and Transparency Rules issued by the FCA) (collectively, the “Other Governmental ApprovalsConsents”), and assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.2(d), no Permit notices, reports, declarations, submissions or Order other filings are required to be made with, nor are any consents, registrations, approvals, Licenses, permits, Orders or action ofauthorizations required to be obtained from (collectively, registration“Consents”), declaration or filing with or notice to any courtsupranational, national, federal, state, county, provincial, municipal, local or foreign other political subdivision, whether domestic or foreign, of any governmental, quasi-governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, division, department, bureau, court or other legislative, executive executive, judicial, taxing or judicial authority administrative governmental entity, organized securities exchange or arbitral tribunal of competent jurisdiction (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby by the Company will notTransactions, violate except as may result from any facts or result in a breach of, or otherwise contravene or conflict with, any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation or acceleration of any obligation or the loss of any benefit under, require any consent under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect circumstances relating to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above and, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.its

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (iA) compliance withpursuant to Section 1.3; (B) required under the HSR Act, and filings underEuropean Union Council Regulation (EC) Nx. 000/0000 xx Xxxxxxx 00, 0000 (xxx “EC Merger Regulation”) (if applicable), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Securities Act and the Securities Exchange Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iiiC) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with to the Federal Communications Commission (the “FCC”); (viiiD) compliance with the applicable requirements or to those State public service or public utility commissions or similar State regulatory bodies (“State Commissions”) set forth in Section 5.1(d)(i)(D) of the NYSECompany Disclosure Letter; (ixE) such other items as disclosed with or to those foreign Governmental Entities regulating competition and telecommunications businesses or the use of radio spectrum or regulating or limiting investment set forth in Section 6.1(d)(i5.1(d)(i)(E) of the Company Disclosure Letter; and (xF) filings and notices required as a result of facts and circumstances attributable with or to Parent those State agencies or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”)departments or local governments that have issued competitive access provider or other telecommunications franchises or any other similar authorizations, no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action ofauthorizations required to be obtained by the Company or any of its Subsidiaries from, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, court or other legislative, executive or judicial authority governmental entity (each, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance consummation by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by hereby, or in connection with the Companycontinuing operation of the business of the Company and its Subsidiaries following the Effective Time, other than such items except those that the failure to make or obtain, as the case may beobtain would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or by-laws of the Company or the comparable governing documents of any of its Subsidiaries; (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture or other legally binding obligation (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to Contract”) binding upon the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning or, assuming (solely with respect to Parent or any performance of its Subsidiariesthis Agreement and consummation by the Company of the Merger and the other transactions contemplated hereby) pursuant tocompliance with the matters referred to in Section 5.1(d)(i), any provisions of (A) the certificate of incorporation Law or bylaws of the Company, (B) the certificate of incorporation, bylaws governmental or similar governing documents of any Subsidiary of the Company, (C) subject non-governmental permit or license to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Material Contract (as defined in Section 5.1(j)(i)(I)) binding upon the Company or any of their respective properties or assetsits Subsidiaries (including, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letterwithout limitation, any Company Material Contractchange in pricing, except put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the case of clauses (C) or (D) above andMerger and the other transactions contemplated hereby), except, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impede the ability Effect. Section 5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts of the Company or any of its Subsidiaries pursuant to consummate which consents or waivers are or may be required prior to consummation of the Offer, the Merger or the other transactions contemplated by this Agreement. (iii) As of the date of this Agreement, neither the Company nor any of its Subsidiaries holds claims, as creditor or claimant, of greater than $10,000,000 with respect to any one debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Except for the filings and/or notices pursuant to (iA) compliance withSection 1.2, and filings under, (B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); , (iiC) compliance with, the requirements of the Arms Export Control Act as implemented by Section 122.4 of the International Traffic in Arms Regulations (“ITAR”) and filings under, (D) the Exchange Act and the Securities Actrules and regulations of Nasdaq, including, if applicable (ii) notice to the cognizant security agency (“CSA”) pursuant to the National Industrial Security Program Operating Manual, DODDIR 5220.22-M (“NISPOM”), of changes with respect to a company holding a facility security clearance (“FCL”) and implementation of any measures required by the CSA to maintain the FCL after the transactions contemplated by this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate Articles of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; Georgia, (viiv) the filing of a petition to, and approval, approvals or a determination that no approval is required, filings set forth on Section 5.4(a) of the New York State Public Service Commission Company Disclosure Letter (“NYPSC”) under the New York Public Service Lawcollectively, as amended; (vii) required pre-approvals (the “FCC Pre-Company Approvals”) and (v) the approvals or filings required to be obtained or made with any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, administrative, executive or judicial governmental entity or tribunal (each a “Governmental Entity”) with jurisdiction over enforcement of license transfers with the Federal Communications Commission any applicable antitrust or competition Laws (the “FCC”); (viii) compliance with the applicable requirements each of the NYSE; (ix) such other items as disclosed in which are set forth on Section 6.1(d)(i5.4(a) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix)): no notices, the “Company Required Governmental Approvals”), no Permit or Order or action of, registration, declaration or filing with or notice to any court, federal, state, local or foreign governmental or regulatory body (including a stock exchange reports or other self-regulatory body and filings are required to be made by the North American Electric Reliability Corporation (including Company with, nor are any applicable regional authorities thereof))consents, commissionregistrations, agency approvals, permits or instrumentality of the foregoing or other legislative, executive or judicial authority (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or authorizations required to be obtained or made by the Company from, any Governmental Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may beobtain would not reasonably be likely to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede impair the Company’s ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (i) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the articles of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, or (ii) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or a default under, amendment, cancellation the creation or acceleration of any obligation or obligations, the loss modification of any benefit under, require any consent under, right under or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (Subsidiaries, pursuant to any such violation, breach, default, right License of termination, amendment, modification, cancellation, acceleration, loss the Company or creation is referred to herein as a “Violation” with respect to any Subsidiary any Material Contract or any Labor Contract binding upon the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning or, assuming (solely with respect to Parent or any performance of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws this Agreement and consummation of the CompanyOffer, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals Merger and the receipt of other transactions contemplated hereby) compliance with the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”matters referred to in Section 5.4(a), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by under any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries or any of their respective properties or assetsis subject, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of clause (Bii) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that would not reasonably be likely to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede impair the Company’s ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this Agreement. Section 5.4(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company’s or its Subsidiaries’ Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (iA) compliance with, and filings under, the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (iiB) compliance with, and filings under, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act, including, if applicable pursuant to this Agreement, Act including the filing with the SEC Securities and Exchange Commission (the “SEC”) of (x) a proxy statement in definitive form relating to the Stockholders Shareholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder Merger Transactions (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vC) the filing of the Certificate Articles of Merger and any other appropriate merger documents required by the DGCL PBCL with the Secretary Department of State of the State Commonwealth of DelawarePennsylvania; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viiiD) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (ixE) notices, reports, filings, consents, registrations, permits or authorizations required in connection with the Carveout Transactions; and (F) such other items as disclosed in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub Letter (the items set forth above in clauses (iA) through (ixF), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action of, registration, declaration or filing with or notice authorizations required to be obtained by the Company from any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))body, commission, agency or instrumentality of the foregoing agency, instrumentality, authority or other legislative, executive or judicial authority entity (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance by the Company of its obligations hereunder or consummation of the OfferMerger Transactions, the Merger and the other transactions contemplated hereby by the Company, other than such items except those that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementMerger. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the articles of incorporation or bylaws of the Company or any of its Material Subsidiaries or (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any Company Material Contract, or assuming (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” solely with respect to performance of this Agreement and consummation of the Merger Transactions) compliance with the matters referred to in Section 5.1(d)(i), under any Law or Permit to which the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant tois subject, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries), for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementMerger.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (i) compliance withOther than the filings, reports and/or notices to, and filings underconsents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their respective Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder amended (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Act and the Securities Actexpiration or earlier termination of applicable waiting periods thereunder, including, if applicable (E) with the FERC pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (vFederal Power Act”) and the filing FERC’s regulations thereunder, and the approval of the Certificate of Merger and any other appropriate merger documents required FERC thereunder (the “FERC Approval”), (F) to or from the PUCT pursuant to authority asserted by the DGCL PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (G) in connection with the Secretary of State issuance of the State Private Letter Ruling in accordance with Section 7.1(f), (H) with the FCC for the assignment and/or transfer of Delaware; (vi) the filing of a petition tocontrol, and approval, or a determination that no approval is requiredas applicable, of radio licenses, including point-to-point private microwave licenses held by the New York State Public Service Commission (“NYPSC”Company and/or its Subsidiaries and the consent(s) under of the New York Public Service Law, as amended; (vii) required pre-approvals FCC for such assignment and/or transfer of control (the “FCC Pre-Approval” and, together with the other items referred to in subsections (C) through (H) of this Section 5.1(d)(i), the “Company Approvals”), and (I) the approval of license transfers the Vermont Department of Financial Regulation with respect to the Federal Communications Commission change of control of EFH Vermont Insurance Company (the “FCCVermont Insurance Approval”); (viii) compliance with the applicable requirements of the NYSE; (ix) such other items and except as disclosed set forth in Section 6.1(d)(i5.1(d)(i) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company or action ofany of its Subsidiaries with, registrationnor are any consents, declaration registrations, approvals, permits or filing with authorizations required to be obtained by the Company or notice to any courtof its Subsidiaries from, any federal, statestate or local, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or instrumentality of the foregoing or any other legislative, executive or judicial authority governmental entity, excluding in each case, the Bankruptcy Court (eachsubject to the foregoing exclusion, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and EFIH and the performance consummation by the Company or any of its obligations hereunder or consummation Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Companythis Agreement, other than such items that except those which the failure to make or obtain, as the case may beobtain has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company or any of its Subsidiaries of the Offer, the Merger Closing Date Transactions and the other transactions contemplated hereby by the Company this Agreement will not, violate constitute or result in (A) a breach or violation of, or a default under, or otherwise contravene or conflict with, the certificate of formation or bylaws of the Company or the comparable governing documents of any provision ofof its Subsidiaries, constitute a default (B) assuming compliance with the matters referred to in Section 5.1(d)(i) and except as set forth in Section 5.1(d)(ii)(B) of the Company Disclosure Letter, with or without notice or notice, lapse of time or both, a breach or violation of, a termination, cancellation (or right of termination or amendment) or a default under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, amendment, cancellation creation or acceleration of any obligation or obligations under, the requirement of any consent under, the requirement of any loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant to, any provisions of (A) the certificate of incorporation or bylaws of the Companyagreement, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorizationlease, license, franchisecontract, consentnote, certificatemortgage, qualificationindenture, registrationcredit agreement, authorization, tariff, approval, permit and arrangement or other similar authorizations of, from or by any Governmental Entity obligation (each, a “PermitContract”) or Law applicable to binding upon the Company or any of its Subsidiaries or any license from a Governmental Entity to which the Company or any of their respective properties or assetsits Subsidiaries is subject, or (DC) subject assuming compliance with the matters referred to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D5.1(d)(i) a violation of any Law to which the Company Disclosure Letteror any of its Subsidiaries is subject, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, cancellation, default, creation, acceleration, consent, loss or change that has not had and would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Except for (i) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act and the Securities Actrules and regulations promulgated thereunder, including, if applicable pursuant to this Agreement, including the filing with the SEC Securities and Exchange Commission (the “SEC”) of (x) a proxy statement in definitive form relating to the Stockholders Shareholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary Department of State of the State Commonwealth of DelawarePennsylvania the Articles of Merger; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with the Federal Communications Commission (the “FCC”); (viiiv) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (ixvi) compliance with the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States (“Foreign Antitrust Laws”); and (vii) such other items as disclosed in Section 6.1(d)(i5.04(a) of the Company Disclosure Letter; and (x) filings and notices required as a result of facts and circumstances attributable to Parent or Merger Sub Letter (the items set forth above in clauses (i) through (ixvii), the “Company Required Governmental Approvals”), no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals or action ofauthorizations required to be obtained by the Company from, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))body, commission, agency or instrumentality of the foregoing agency, court, instrumentality, authority or other legislative, executive or judicial authority entity (each, a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company or the performance by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by the Companyhereby, other than such items except those that the failure to make or obtain, as the case may be, would not have or reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (iib) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (i) a breach or violation of, or otherwise contravene a default under, the articles of incorporation or conflict withbylaws of the Company (in the case of the consummation of the Merger, any provision assuming the Company Requisite Vote is obtained), (ii) a breach or violation of, constitute or a default under, the articles of incorporation or bylaws of any Subsidiary of the Company or (iii) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any Contract binding upon the Company or any of its Subsidiaries, or, assuming (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.04(a) under any Law to which the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning with respect to Parent or any of its Subsidiaries) pursuant tois subject, any provisions of (A) the certificate of incorporation or bylaws of the Company, (B) the certificate of incorporation, bylaws or similar governing documents of any Subsidiary of the Company, (C) subject to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letter, any Company Material Contract, except in the case of clauses (C) or (D) above andexcept, in the case of this clause (B) above, with respect to Subsidiaries of the Company other than Significant Subsidiariesiii), for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that has not had or would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (iA) compliance withpursuant to Section 1.3; (B) required under the HSR Act, and filings underEuropean Union Council Regulation (EC) Xx. 000/0000 xx Xxxxxxx 00, 0000 (xxx “EC Merger Regulation”) (if applicable), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (ii) compliance with, and filings under, the Exchange Securities Act and the Securities Exchange Act, including, if applicable pursuant to this Agreement, the filing with the SEC of (x) a proxy statement in definitive form relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”) or an information statement in definitive form relating to the Stockholder Consent, as defined in Section 7.4(b) (together with any amendments or supplements thereto, the “Written Consent Information Statement”), (y) the Schedule 14D-9 and (z) an Information Statement; (iiiC) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby; (iv) the filing of an application to, and approval of, the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act of 1935, as amended (the “FPA“); (v) the filing of the Certificate of Merger and any other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (vi) the filing of a petition to, and approval, or a determination that no approval is required, of the New York State Public Service Commission (“NYPSC”) under the New York Public Service Law, as amended; (vii) required pre-approvals (the “FCC Pre-Approvals”) of license transfers with to the Federal Communications Commission (the “FCC”); (viiiD) compliance with the applicable requirements or to those State public service or public utility commissions or similar State regulatory bodies (“State Commissions”) set forth in Section 5.1(d)(i)(D) of the NYSECompany Disclosure Letter; (ixE) such other items as disclosed with or to those foreign Governmental Entities regulating competition and telecommunications businesses or the use of radio spectrum or regulating or limiting investment set forth in Section 6.1(d)(i5.1(d)(i)(E) of the Company Disclosure Letter; and (xF) filings and notices required as a result of facts and circumstances attributable with or to Parent those State agencies or Merger Sub (the items set forth above in clauses (i) through (ix), the “Company Required Governmental Approvals”)departments or local governments that have issued competitive access provider or other telecommunications franchises or any other similar authorizations, no Permit notices, reports or Order other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or action ofauthorizations required to be obtained by the Company or any of its Subsidiaries from, registration, declaration or filing with or notice to any court, federal, state, local domestic or foreign governmental or regulatory body (including a stock exchange or other self-regulatory body and the North American Electric Reliability Corporation (including any applicable regional authorities thereof))authority, agency, commission, agency or instrumentality of the foregoing body, court or other legislative, executive or judicial authority governmental entity (each, each a “Governmental Entity”) or any regional transmission organization or independent system operator is necessary or required to be obtained or made ), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company, Company and the performance consummation by the Company of its obligations hereunder or consummation of the Offer, the Merger and the other transactions contemplated hereby by hereby, or in connection with the Companycontinuing operation of the business of the Company and its Subsidiaries following the Effective Time, other than such items except those that the failure to make or obtain, as the case may beobtain would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impede the ability of the Company to consummate the Offer, the Merger or the other transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, violate constitute or result in (A) a breach or violation of, or otherwise contravene or conflict with, any provision of, constitute a default under, the certificate of incorporation or by-laws of the Company or the comparable governing documents of any of its Subsidiaries; (B) with or without notice or notice, lapse of time or both) under, result in the termination a breach or modification violation of, accelerate the performance required by, result in a termination (or right of termination) or default under, amendment, cancellation the creation or acceleration of any obligation obligations under or the loss of any benefit under, require any consent under, or result in the creation of any a Lien upon on any of the properties or assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture or other legally binding obligation (any such violation, breach, default, right of termination, amendment, modification, cancellation, acceleration, loss or creation is referred to herein as a “Violation” with respect to ”Contract”) binding upon the Company or any of its Subsidiaries and such term when used in Section 6.2 has a correlative meaning or, assuming (solely with respect to Parent or any performance of its Subsidiariesthis Agreement and consummation by the Company of the Merger and the other transactions contemplated hereby) pursuant tocompliance with the matters referred to in Section 5.1(d)(i), any provisions of (A) the certificate of incorporation Law or bylaws of the Company, (B) the certificate of incorporation, bylaws governmental or similar governing documents of any Subsidiary of the Company, (C) subject non-governmental permit or license to obtaining the Company Required Governmental Approvals and the receipt of the Company Requisite Vote, any order, judgment, injunction, award, decree or writ adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity (each, an “Order”), authorization, license, franchise, consent, certificate, qualification, registration, authorization, tariff, approval, permit and other similar authorizations of, from or by any Governmental Entity (each, a “Permit”) or Law applicable to which the Company or any of its Subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Material Contract (as defined in Section 5.1(j)(i)(I)) binding upon the Company or any of their respective properties or assetsits Subsidiaries (including, or (D) subject to obtaining the third-party consents set forth in Section 6.1(d)(ii)(D) of the Company Disclosure Letterwithout limitation, any Company Material Contractchange in pricing, except put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the case of clauses (C) or (D) above andMerger and the other transactions contemplated hereby), except, in the case of clause (B) or (C) above, with respect to Subsidiaries of the Company other than Significant Subsidiaries, for any such Violation whichbreach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impede the ability Effect. Section 5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts of the Company or any of its Subsidiaries pursuant to consummate which consents or waivers are or may be required prior to consummation of the Offer, the Merger or the other transactions contemplated by this Agreement. (iii) As of the date of this Agreement, neither the Company nor any of its Subsidiaries holds claims, as creditor or claimant, of greater than $10,000,000 with respect to any one debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code.