Common use of Joint Conditions Clause in Contracts

Joint Conditions. The respective obligations of each of Entergy, TransCo, Merger Sub and ITC to effect the Merger are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction preventing consummation of the Merger or the Transactions shall have been issued and remain in effect; (b) the TransCo Transfer and the Distribution shall have occurred; (c) the ITC Shareholder Approval shall have been obtained; (d) the ITC Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; (e) each of the ITC Form S-4 and the TransCo Registration Statements shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and (ii) if the Distribution is effected in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Condition; (g) Entergy shall have received all necessary approvals from state and federal regulatory authorities to allow the Transmission Business to become a member of an Acceptable RTO; and (h) the Financings shall have been completed in accordance with and subject to the terms of the Separation Agreement.

Joint Conditions. The respective obligations obligation of each of Entergy, TransCo, Merger Sub Victory and ITC Chucktaylor to effect the Merger are is subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time or waiver (to the extent permitted by Law) of the following conditions: (a) (i) there shall be no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction preventing Law in effect that makes consummation of the Merger Transactions illegal or the Transactions otherwise prohibited or (ii) no Governmental Authority having competent jurisdiction shall have been issued and remain in effectan Order or taken any other action restraining, enjoining or otherwise prohibiting any of the Transactions; (b) the TransCo Transfer and the Distribution or Xxxxx Disposition shall have occurredoccurred at least one day prior to the Closing Date; (c) the ITC Chucktaylor Shareholder Approval shall have been obtainedobtained at the Chucktaylor Shareholder Meeting (including any postponement or adjournment thereof); (d) the ITC Victory Stockholder Approval shall have been obtained at the Victory Stockholder Meeting (including any postponement or adjournment thereof); (e) the Victory Common Stock to be issued in the Merger shall have been authorized for listing on the NYSENASDAQ, subject to official notice of official issuance; (ef) each of the ITC Victory Form S-4 and the TransCo Registration Statements shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and (ii) if the Distribution is effected in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Condition; (g) Entergy neither Chucktaylor nor Victory shall have received all necessary approvals from state and federal regulatory authorities published a press release or made any other public statement to allow the Transmission Business effect that the Chucktaylor SEC Filings or financial statements contained therein or the Victory SEC Filings or financial statements contained therein, as applicable, may no longer be relied upon or that it or any Governmental Authority has commenced an investigation into the reliability or accuracy of any of its financial statements or otherwise to become a member of an Acceptable RTOthe extent material with respect to Chucktaylor or Victory, as the case may be; and (h) the Financings Escrow Agreement shall have been completed be in accordance with full force and subject effect and will be in a form and substance reasonably satisfactory to the terms each of the Separation AgreementParties thereto.

Joint Conditions. The respective obligations of each of EntergyTrident, TransCoFountain, AcquisitionCo, Merger Sub and ITC Patriot to effect the Merger are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction Governmental Authority preventing consummation of the Merger or the Transactions shall have been issued and remain in effect; (b1) the TransCo Trident Shareholder Approval shall have been obtained in accordance with applicable Law and (2) the Fountain Transfer and the Distribution shall have occurredbeen consummated in accordance with the Separation Agreement; (c) the ITC Patriot Shareholder Approval shall have been obtainedobtained in accordance with applicable Law; (d) the ITC Fountain Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; (e) each of the ITC Form S-4 and the TransCo Registration Statements Form 10 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order; and all necessary Permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of Fountain Common Stock to be issued pursuant to the Merger shall have been obtained and shall be in effect; (i) if The waiting period applicable to the Distribution is effected in whole or in part as an Exchange Offer, consummation of the applicable offer period Merger and any extensions thereof in the Exchange Offer required other transactions contemplated by applicable securities Law this Agreement under the HSR Act shall have expired and or been earlier terminated, (ii) if the Distribution is effected in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order all approvals shall have been issued obtained and all waiting periods shall have expired or been terminated under the Antitrust Laws set forth on Section 6.01(f) of the Patriot Disclosure Letter, in connection with an Entergy Regulatory Approval each case as required for the consummation of the Merger and the other Transactions and (iii) all other approvals, if any, shall have been obtained and all waiting periods, if any, shall have expired or ITC Regulatory Approval been terminated under any other applicable Antitrust Laws, in each case as required for the consummation of the Merger and the other Transactions, except for those, in the case of this clause (iii), the failure of which to obtain, expire or be terminated, as applicable, would not, individually or in the aggregate, reasonably be expected to (A) have a material and adverse impact on the value, financial condition or credit quality of Fountain and the Fountain Subs, taken as a whole and including for such purposes, Patriot and each of its Subsidiaries or (B) provide a reasonable basis to conclude that Patriot, Trident or Fountain or their respective directors or officers would impose an ITC Burdensome Conditionbe subject to the risk of criminal liability; (g) Entergy Trident shall have received all necessary approvals obtained a solvency opinion from state Duff & Xxxxxx LLC, in form reasonably satisfactory to Trident to the effect that (i) immediately following the Distribution, Trident, on the one hand, and federal regulatory authorities Fountain, on the other hand, will be solvent and (ii) Trident’s assets exceed its liabilities and capital as determined pursuant to allow the Transmission Business to become a member of an Acceptable RTOapplicable Swiss Law; and (h) the Financings shall have been completed in accordance with and subject The aggregate implied market capitalization of Fountain, before giving effect to the terms Merger, shall not exceed CHF 17.5 billion based on (x) the closing price of the Separation AgreementFountain Common Stock trading on the last “when issued” trading day prior to the Distribution or (y) in the absence of a “when issued” trading market for Fountain Common Stock, the closing price of the Patriot Common Stock on the last trading day prior to the Distribution.

Joint Conditions. The respective obligations of each Parent and SplitCo to effect the Galleria Transfer, the Recapitalization, the Distribution and the Merger and the obligations of Entergy, TransCo, Acquiror and Merger Sub and ITC to effect the Merger are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by shall have been issued that would make unlawful the consummation of the transactions contemplated hereby and no Governmental Authority shall have instituted any federal or state court Action (which remains pending at what would otherwise be the Closing Date) before any Governmental Authority of competent jurisdiction preventing seeking to restrain, enjoin or otherwise prohibit consummation of the Merger or and the Transactions shall have been issued and remain in effectother transactions contemplated hereby; (b) (i) all waiting periods under the TransCo Transfer and HSR Act applicable to the Distribution transactions contemplated by this Agreement shall have occurredterminated or expired and (ii) all other applicable pre-closing Governmental Approvals in the Identified Jurisdictions shall have been obtained; (c) the ITC Shareholder notifications, information and consultations, and co-determinations, to and with the works councils, economic committees, unions and any other representative bodies identified on Section 7.01(c) of the Parent Disclosure Letter shall have been made and all required consultations shall have been conducted and completed; (d) the Acquiror Stockholder Approval shall have been obtained; (de) the ITC Acquiror New Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of official issuance; (ef) each of the ITC Acquiror Form S-4 and the TransCo Registration Statements SplitCo Form 10/S-4 (or the SplitCo Form 10, if Parent elects to effect the Distribution solely as a One-Step Spin-Off) shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and or (ii) if the Distribution is effected in whole or in part as a One-Step Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Condition;; and (g) Entergy shall have received all necessary approvals from state and federal regulatory authorities to allow the Transmission Business to become a member of an Acceptable RTO; and (h) the Financings Information Statement shall have been completed mailed to the Acquiror’s stockholders in accordance with and subject Section 5.08 at least 20 days prior to the terms Closing Date and the Acquiror Stock Issuance and amendment to the Acquiror’s certificate of incorporation shall be permitted by Regulation 14C of the Separation AgreementExchange Act (including Rule 14c-2 promulgated under the Exchange Act) and the requirements of the NYSE.

Joint Conditions. The respective obligations of each of EntergyParent, TransCothe New Entities, Merger Sub Energy Supply and ITC RJS to effect consummate the Merger Closing Transactions are subject to the satisfaction (or waiver by all PartiesParent and RJS) at or as of the Effective Time and immediately prior to the Effective Time Closing of each of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court Governmental Authority of competent jurisdiction restraining or preventing consummation of the Merger or any of the Transactions shall have been issued and remain be in effect; (b) the TransCo Transfer and the Distribution Separation Transactions shall have occurredoccurred in accordance with the Separation Agreement; (c) the ITC Shareholder Approval shall have been obtained; (d) the ITC NewCo Common Stock to be issued in the Merger Closing Transactions shall have been authorized for listing on the NYSE, subject to official notice of issuance; (ed) each of the ITC Form S-4 Parent Regulatory Approvals and the TransCo RJS Regulatory Approvals shall have been obtained (including, in each case, the expiration or termination of any waiting periods with respect thereto (and any extensions thereof) applicable to the Transactions) at or prior to the Closing, and such approvals shall have become Final Orders; (i) the NewCo Registration Statements Statement shall have become effective under the Securities Act and Exchange Act, as applicable, and shall not be the subject of any stop order Order suspending their its effectiveness or proceedings Actions initiated or threatened by the SEC seeking a stop orderOrder, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and (ii) if the Distribution is effected in whole all other necessary Permits or in part as a Spin-Offfilings under state securities or “blue sky” laws, the Securities Act and the Exchange Act relating to the issuance and trading of the NewCo Common Stock to be issued pursuant to the Closing Transactions shall have been obtained and shall be in effect and (iii) any applicable notice periods required by applicable stock exchange rules or any of the foregoing securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order the board of directors of each of Parent and NewCo shall have been issued received (with copies to RJS) an opinion, in connection with an Entergy Regulatory Approval form and substance reasonably satisfactory to Parent and RJS, from a nationally recognized solvency valuation firm, that, after giving effect to the Transactions (including the Financings), the Transactions shall not leave NewCo or ITC Regulatory Approval that would impose an ITC Burdensome ConditionParent “insolvent” or otherwise unable to pay their respective obligations as they come due; (g) Entergy Parent shall have received all necessary approvals (with copies to RJS) (i) a written opinion, dated as of the Closing Date, from state Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to Parent, in form and federal regulatory authorities substance reasonably satisfactory to allow Parent, to the Transmission Business effect (A) that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (B) that the Merger and the Contributions will together qualify as a transaction described in Section 351 of the Code; and (ii) a written opinion, dated as of the Closing Date, from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to become Parent, in form and substance reasonably satisfactory to Parent and RJS, to the effect that (A) the Energy Supply Election together with the Internal Distribution qualifies as a member reorganization pursuant to Sections 368(a)(1)(D) and 355 of an Acceptable RTO; andthe Code, (B) the HoldCo Contribution together with the Distribution qualifies as a reorganization pursuant to Sections 368(a)(1)(D) and 355 of the Code and (C) the Merger and the Contributions will not cause Section 355(e) of the Code to apply to the Distribution or the Internal Distribution. In rendering the foregoing opinions, counsel shall be permitted to rely upon customary assumptions and assume the accuracy of customary representations provided by RJS, Parent, the New Entities and Energy Supply (and any of their relevant Affiliates); (h) the Financings Parties shall have been completed entered into (or caused their respective Subsidiaries to enter into or to become effective) (i) the Amended and Restated Certificates of Incorporation of NewCo and HoldCo, the Amended and Restated Bylaws of NewCo and HoldCo, and the Shareholders Agreement, reflecting the terms and conditions set forth on Exhibits A and B, as applicable, attached hereto and otherwise on terms and conditions mutually acceptable to the Parties and (ii) the Parent Transition Services Agreement and the RJS Transition Services Agreement, in each case, on terms and conditions mutually acceptable to the Parties in accordance with and subject to the terms of this Agreement and the Separation Agreement; and (i) after giving effect to the Financings on the Closing Date and the posting or grant of any credit support and other financial commitment required to be provided by any member of the Combined Group in connection with, or as a condition to, the Regulatory Approvals (but without giving effect to any letters of credit or other credit support measures in connection with Energy Marketing and Trading Transactions then outstanding), there shall be at least $1,000,000,000 of undrawn capacity under a revolving credit facility or similar facility available to the Combined Group for purposes other than credit support and other financial commitments required to be provided by any member of the Combined Group in connection with, or as a condition to, the Regulatory Approvals.

Joint Conditions. The respective obligations of each of Entergy, TransCo, Merger Sub and ITC the Parties to effect the Merger Restructuring, the Spin-Off and the Mergers are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction preventing consummation of the Merger or the Transactions shall have been issued that would make unlawful the consummation of the Transactions and remain in effectno Governmental Authority shall have instituted any Action (which remains pending at what would otherwise be the Closing Date) before any Governmental Authority of competent jurisdiction seeking to restrain, enjoin or otherwise prohibit consummation of the Transactions; (b) all applicable waiting periods (and any extensions thereof) under applicable Antitrust Laws in the TransCo Transfer and the Distribution Identified Jurisdictions, if any, shall have occurred; (c) expired or otherwise been terminated and all applicable pre-closing Governmental Approvals in the ITC Shareholder Approval Identified Jurisdictions, if any, shall have been obtained; (dc) the ITC shares of SpinCo Common Stock to be distributed in the Spin-Off and to be issued in the Merger Mergers shall have been authorized for listing on the NYSENYSE or Nasdaq (if applicable), subject to official notice of issuanceofficial distribution or issuance (as applicable); (ed) each of the ITC Form S-4 and the TransCo Registration Statements 10 shall have become effective under in accordance with the Securities Exchange Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order; (e) aggregate net proceeds available under the Credit Facilities (or an Alternative Financing), and combined with additional Cash to be contributed by Dispatch, if any, in accordance with Section 7.11 shall be equal to at least the sum of (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and $309 million plus (ii) if the Distribution is effected in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expiredCitadel Transaction Expenses; (f) no temporary restraining order or preliminary or permanent injunction or other Order subject to Section 7.11(f), the Citadel Refinancing shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Conditionbe approved by the relevant lenders and effective on terms and conditions reasonably satisfactory to Citadel; (g) Entergy all of the outstanding Citadel Class B Units shall have received all necessary approvals from state and federal regulatory authorities to allow the Transmission Business to become a member of an Acceptable RTObeen redeemed, repurchased or retired; and (h) the Financings Share Number shall have been completed finally determined in accordance with and subject to the terms of the Separation Agreement.Exhibit D.

Joint Conditions. The respective obligations obligation of each of Entergy, TransCo, Merger Sub Parent and ITC Acquiror to effect the Merger are is subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction preventing consummation of the Merger or the Transactions shall have been issued and remain in effectthat would make unlawful the consummation of the Transactions; (b) all applicable waiting periods shall have terminated or expired and all applicable required Governmental Approvals shall have been obtained or deemed to have been obtained, in each case, under the TransCo Transfer HSR Act and the other Antitrust Laws set forth in Section 5.01(b) of the Parent Disclosure Letter; (c) the notifications to the works councils, economic committees, unions and any other representative bodies identified on Section 5.01(c) of the Parent Disclosure Letter shall have been made, all required consultations shall have been conducted and with respect to each identified jurisdiction, either (i) a motivated opinion shall have been obtained from each applicable works council, economic committee, union and other representative body or (ii) the Closing shall be permitted under local Law without such motivated opinion; (d) the Wimbledon Transfer, the Recapitalization and the Distribution shall have occurred; (ce) the ITC Shareholder Acquiror Stockholder Approval shall have been obtainedobtained at the Acquiror Stockholder Meeting; (df) the ITC Acquiror Common Stock to be issued in the Merger shall have been authorized for listing on the NYSENASDAQ, subject to official notice of official issuance;; and (eg) each of the ITC Acquiror Form S-4 and the TransCo Registration Statements Wimbledon Form S-1/S-4 (or the Wimbledon Form S-1, if Parent elects to effect the Distribution solely as a One-Step Spin-Off) shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, and (i) if the Distribution is effected in whole or in part as an Exchange Offer, the applicable offer period and any extensions thereof in the Exchange Offer required by applicable securities Law shall have expired and or (ii) if the Distribution is effected in whole or in part as a One-Step Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expired; (f) no temporary restraining order or preliminary or permanent injunction or other Order shall have been issued in connection with an Entergy Regulatory Approval or ITC Regulatory Approval that would impose an ITC Burdensome Condition; (g) Entergy shall have received all necessary approvals from state and federal regulatory authorities to allow the Transmission Business to become a member of an Acceptable RTO; and (h) the Financings shall have been completed in accordance with and subject to the terms of the Separation Agreement.

Joint Conditions. The respective obligations of each of EntergyTrident, TransCoFountain, AcquisitionCo, Merger Sub and ITC Patriot to effect the Merger are subject to the satisfaction (or waiver by all Parties) at or prior to the Effective Time of the following conditions: (a) no temporary restraining order or preliminary or permanent injunction or other Order by any federal or state court of competent jurisdiction Governmental Authority preventing consummation of the Merger or the Transactions shall have been issued and remain in effect; (b1) the TransCo Trident Shareholder Approval shall have been obtained in accordance with applicable Law and (2) the Fountain Transfer and the Distribution shall have occurredbeen consummated in accordance with the Separation Agreement; (c) the ITC Patriot Shareholder Approval shall have been obtainedobtained in accordance with applicable Law; (d) the ITC Fountain Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; (e) each of the ITC Form S-4 and the TransCo Registration Statements Form 10 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending their effectiveness or proceedings initiated or threatened by the SEC seeking a stop order, ; and (i) if the Distribution is effected in whole all necessary Permits and authorizations under state securities or in part as an Exchange Offer“blue sky” laws, the applicable offer period Securities Act and any extensions thereof in the Exchange Offer required by applicable securities Law Act relating to the issuance and trading of shares of Fountain Common Stock to be issued pursuant to the Merger shall have expired been obtained and (ii) if the Distribution is effected shall be in whole or in part as a Spin-Off, the applicable notice periods required by applicable stock exchange rules or securities Laws shall have expiredeffect; (f) no temporary restraining order (i) The waiting period applicable to the consummation of the Merger and the other transactions contemplated by this Agreement under the HSR Act shall have expired or preliminary or permanent injunction or other Order been earlier terminated, (ii) all approvals shall have been issued obtained and all waiting periods shall have expired or been terminated under the Antitrust Laws set forth on Section 6.01(f) of the Patriot Disclosure Letter, in connection with an Entergy Regulatory Approval each case as required for the consummation of the Merger and the other Transactions and (iii) all other approvals, if any, shall have been obtained and all waiting periods, if any, shall have expired or ITC Regulatory Approval been terminated under any other applicable Antitrust Laws, in each case as required for the consummation of the Merger and the other Transactions, except for those, in the case of this clause (iii), the failure of which to obtain, expire or be terminated, as applicable, would not, individually or in the aggregate, reasonably be expected to (A) have a material and adverse impact on the value, financial condition or credit quality of Fountain and the Fountain Subs, taken as a whole and including for such purposes, Patriot and each of its Subsidiaries or (B) provide a reasonable basis to conclude that Patriot, Trident or Fountain or their respective directors or officers would impose an ITC Burdensome Conditionbe subject to the risk of criminal liability; (g) Entergy Trident shall have received all necessary approvals obtained a solvency opinion from state Duff & Xxxxxx LLC, in form reasonably satisfactory to Trident to the effect that (i) immediately following the Distribution, Trident, on the one hand, and federal regulatory authorities Fountain, on the other hand, will be solvent and (ii) Trident’s assets exceed its liabilities and capital as determined pursuant to allow the Transmission Business to become a member of an Acceptable RTOapplicable Swiss Law; and (h) the Financings shall have been completed in accordance with and subject The aggregate implied market capitalization of Fountain, before giving effect to the terms Merger, shall not exceed CHF 17.5 billion based on (x) the closing price of the Separation AgreementFountain Common Stock trading on the last “when issued” trading day prior to the Distribution or (y) in the absence of a “when issued” trading market for Fountain Common Stock, the closing price of the Patriot Common Stock on the last trading day prior to the Distribution.