Common use of Mutual Conditions to Closing Clause in Contracts

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement will Merger at the Closing shall be subject to the fulfillment at satisfaction of the following on or prior to the Closing, of each of the following conditions: (a) This Agreement will The board of directors and shareholders meeting approvals (if required by applicable laws) for the Merger by each Party shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote obtained, not revoked and shall remain in accordance with the Company’s articles of incorporation, bylaws full force and the NMBCAeffect; (b) No Law which prohibits, restrains or enjoins All prior approvals and consents required for the consummation of the transactions contemplated by Merger or in connection with the authorization, execution and performance of this Agreement will have been enactedfrom the relevant authorities (the "Regulatory Approvals") and/or any other third party approvals (other than any approvals and consents where the failure to obtain such approvals and consents, entered, promulgated or enforced by either in any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually individual case or in the aggregate, reasonably would not have a material adverse effect on the Merger contemplated hereby) as listed in Schedule I shall have been duly obtained, made or given and shall be expected to either result in a Material Adverse Effect full force and effect and shall not impose material restrictions or lead other material burdens on the Parties or the Surviving Company with respect to the criminal prosecution of any officer Merger or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8matters contemplated in the Transaction Agreements (as defined in the Framework Agreement); (c) No actionThere shall not (i) be in effect any law, suit regulation, ruling or proceeding instituted by governmental order of any United States federal governmental authority which makes illegal, prevents or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging restricts the consummation of the Merger or other transactions contemplated by this any other Transaction Agreement, unless the performance by the applicable Parties of their respective obligations under this Agreement or any such actionother Transaction Agreement, suit or impairs the ability of the Surviving Company to own or conduct the business of Party A and Party B as previously conducted, whether directly or indirectly, (ii) have been commenced or threatened any action or proceeding would not, individually by any governmental authority which seeks to prevent the Merger or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to performance by the criminal prosecution applicable Parties of any officer or director of Acquiror, the Company, or their respective Affiliatesobligations under this Agreement or any other Transaction Agreement; and (id) The waiting period (Framework Agreement, the Operating Agreement and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off Transaction Agreements shall have been executed and delivered by all parties theretodelivered.

Mutual Conditions to Closing. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement will be Merger are subject to the fulfillment at fulfillment, on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in whole or in part by all of the Parties hereto to the extent permitted by Applicable Law): (a) This Agreement will the Requisite Stockholder Approval shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote obtained in accordance with the Company’s articles of incorporation, bylaws Applicable Law and the NMBCACorporate Documents of Newco; (b) No Law which prohibitsall approvals requested by the Required Governmental Applications shall have been granted and be in full force and effect, restrains or enjoins provided that, with respect to Required Governmental Applications filed with the consummation FCC, this condition will be satisfied by the approval of the transactions contemplated full FCC, a bureau of the FCC or division or subdivision thereof taken under delegated authority, which approval is in full force and effect, is not subject to reconsideration, has not been stayed by this Agreement will have been enacteda bureau of the FCC, entereddivision or subdivision thereof, promulgated the FCC or enforced by a court of competent jurisdiction, and is not subject to any United States federal condition or state Governmental Authority, unless failing requirement that would reasonably be expected to comply with such Law would nothave, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8Satellite Material Adverse Effect; (c) No action, suit any Required Governmental Notices that must be submitted prior to Closing have been so submitted; (d) there shall not be pending any Action or proceeding instituted by any United States federal or state Governmental Authority will be pending (i) challenging or seeking to prohibitmake illegal or otherwise, restrain directly or indirectly, restrain, enjoin or challenging prohibit the consummation of the Merger and the other transactions contemplated hereby, or (ii) directly involving EchoStar, Newco or the DISH Parties or any of their Affiliates that would reasonably be expected to materially impair the DISH Parties’ ability to own or operate the BSS Business and conduct the businesses as currently conducted; (e) no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent) or Order that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger or any other transactions contemplated by this Agreement; (f) the Pre-Closing Restructuring shall have been completed in accordance with Article I and Section 6.15; (g) the Distribution shall have been completed in accordance with Article I and Section 6.15; (i) the S-4 Registration Statement shall have become effective under the Securities Act. No stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued (and not rescinded), unless any and no proceedings for that purpose shall be pending before the SEC; and (ii) the Joint Information Statement/Prospectus (or such action, suit or proceeding would not, individually or other filings as may be necessary under federal securities Applicable Laws) shall have been disseminated to all EchoStar stockholders in accordance with Applicable Law; (i) DISH shall have filed with the NASDAQ a notification form for the listing of all DISH Shares to be issued to Newco stockholders in the aggregateMerger, reasonably be expected to either result in a Material Adverse Effect or lead and the NASDAQ shall not have objected to the criminal prosecution listing of any officer or director of Acquiror, the Company, or their respective Affiliatessuch DISH Shares; and (ij) The waiting period (and any extension thereofthe Consents required to operate the EchoStar XXIII satellite, each as identified on Schedule 7.1(j) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretogranted.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorANM, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this AgreementAgreement instituted by any United States federal or state Governmental Authority, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorANM, the Company, or their respective AffiliatesSubsidiaries; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of AcquirorANM, the Company, or their respective AffiliatesSubsidiaries. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment satisfaction or waiver at or prior to the Closing, of each of the following conditions: (a) This Agreement will The Bankruptcy Court shall have been approved by entered the shareholders of (i) Sale Order and (ii) the Company by Confirmation Order, and each such Order shall be a Final Order on the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCAClosing Date; (b) No Law which prohibitsno statute, restrains rule, regulation, executive order, decree, ruling, injunction or enjoins the consummation of the transactions contemplated by this Agreement will other Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal Governmental Authority and (ii) no claim, suit action, investigation, litigation or state proceeding shall be pending or threatened in or before any Governmental Authority, unless failing in either case, which prohibits or seeks to comply with such Law would not, individually prohibit the consummation of the transactions contemplated by this Agreement or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective AffiliatesAncillary Agreements; provided, however, that prior to invoking this condition each party Party agrees to comply with Section 6.85.6; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (i) The the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have been terminated or will shall have expired expired, and (ii) all other required material authorizations, consents, Orders or approvals pursuant to any Antitrust Law of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure necessary for the consummation of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off transactions contemplated by this Agreement shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off filed or been obtained; and (d) each Ancillary Agreement shall have been executed and delivered by all parties theretothe applicable Party to such agreement.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (d) (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective In addition to any other conditions precedent in favor of NYSTRS or IREC as may be set forth elsewhere in this Agreement, NYSTRS’ and IREC’s obligations of each party to consummate the transactions contemplated by under this Agreement will be are expressly subject to the fulfillment at or prior to the Closing, of each all of the following conditions:statements being true and correct in all material respects as of the Closing Date. (ai) This Agreement will have been approved by Transferor is a limited liability company duly organized, validly existing and in good standing under the shareholders laws of the Company by State of Delaware and is duly qualified to do business in the Requisite Shareholder Vote in accordance with the Company’s articles State of incorporation, bylaws and the NMBCAIllinois; (bii) No Law which prohibits, restrains or enjoins Upon the consummation execution and delivery of the transactions contemplated Executive Committee Consent by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions IREC and NYSTRS as contemplated by this Agreement, unless Transferor has the full and legal right, power and authority and is duly authorized to perform each of the actions contemplated to be taken by it hereunder and to execute and deliver each document to be executed and delivered by it as contemplated by this Agreement, and each such document, upon such execution and delivery, shall constitute the legal, valid and binding obligation of Transferor enforceable in accordance with its terms. The execution, delivery and performance of each such document, upon the execution and delivery of the Executive Committee Consent by IREC and NYSTRS as contemplated by this Agreement: (A) does not and will not violate the organizational documents of Transferor; and (B) does not and will not violate any such actionforeign, suit federal, state, local or proceeding would notother law applicable to Transferor or require Transferor to obtain the approval, individually consent or waiver of or make any filings with, any person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliateseffect; and (iiii) The waiting period (Transferor is the sole member of the Property Owner, and has not transferred any extension thereof) applicable to the transactions of its membership interests in Property Owner and owns its membership interests free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, right of assignment, purchase right or other encumbrance of any nature whatsoever other than as contemplated by this Agreement under Agreement. Each of the HSR Act will have been terminated foregoing conditions may be waived by IREC or will have expired NYSTRS, for itself only (and (ii) all not for the other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained party), in whole or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure in part upon prior written consent of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliatesparty. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations obligation hereunder of Investor to purchase, and Issuer to sell, the Shares at the Closing is subject to the satisfaction, at or before the Closing, of each party of the conditions set forth below (unless waived by Investor and Issuer): 6.1. All consents and approvals of any regulatory body or agency or any other Person necessary to consummate the transactions contemplated by this Agreement will (provided that the Merger is not a transaction contemplated by this Agreement) shall have been obtained and all notice and waiting periods required by law to pass after receipt of such approvals or consents shall have passed, and all conditions to consummation of the transactions set forth in this Agreement shall have been satisfied. 6.2. There shall be subject no actual or threatened causes of action, investigations or proceedings (i) challenging the validity or legality of this Agreement or the consummation of the transactions contemplated by this Agreement, (ii) seeking damages in connection with the transactions contemplated by this Agreement, or (iii) seeking to restrain or invalidate the transactions contemplated by this Agreement, which, in the reasonable judgment of the parties, based upon advice of counsel, would have a material adverse effect with respect to the fulfillment at or prior to the Closing, of each interests of the following conditions: parties to this Agreement. No judgment, order, injunction or decree (awhether temporary, preliminary or permanent) This Agreement will have been approved issued by the shareholders any court or agency of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains competent jurisdiction or enjoins other legal restraints or prohibition preventing the consummation of the transactions contemplated by this Agreement will shall be in effect. No statute, rule, regulation, order, injunction or decree (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal regulatory authority that prohibits, restricts, or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging makes illegal the consummation of the transactions contemplated by in this Agreement. 6.3. The Nasdaq Stockholder Approval, unless any such actionif required, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will shall have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure from the stockholders of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective AffiliatesIssuer. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement will be are subject to the fulfillment satisfaction at or prior to the Closing, of each Effective Date of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance The Venture having qualified with the Company’s articles of incorporationMMS to hold the Oil Lease and having obtained all bonds that the MMS requires, bylaws including supplemental bonds, for the Oil Lease and Oil Facilities, and, in the NMBCAevent that the Option is exercised prior to Closing, the Venture having qualified with the MMS to own the Alternate Use Facilities and having obtained all bonds that the MMS requires, including supplemental bonds, for the Alternate Use Facilities; (b) Chevron USA having consented to the transfer of the Oil Lease to the Venture, and the Parties obtaining any and all consents, approvals, orders, permits or other authorizations, required by all applicable laws, regulations, orders and contracts which are assumed with respect to the Oil Lease and the Oil Facilities (and in the event the Option is exercised prior to Closing, with respect to the Alternate Use Facilities), and the execution, delivery and performance of the Agreement and the agreements contemplated hereby, except those approvals or consents customarily obtained after Closing; (c) No Law litigation or other proceeding shall be pending or to the knowledge of the Parties threatened, and no preliminary or permanent injunction or other order issued by a court of competent jurisdiction or by any governmental authority, and no regulation or order promulgated or enacted by any governmental authority shall be in effect which prohibits, restrains would or enjoins seeks to prevent or materially restrict the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliateshereby; and (id) The waiting period (and any extension thereof) applicable to Each Party having satisfied all of its other obligations hereunder, including the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as execution and/or delivery of the Business Day immediately preceding the Closing Date, documents and all documents required items specified to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretoat Closing.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorANM, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this AgreementAgreement instituted by any United States federal or state Governmental Authority, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorANM, the Company, or their respective Affiliates; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (iid) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of AcquirorANM, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will shall have been approved by the shareholders stockholders of the Company by the Requisite Shareholder Stockholder Vote in accordance with the Company’s articles of incorporation, bylaws organization and the NMBCAMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will shall have been enacted, entered, promulgated or enforced by (i) any United States federal or state Governmental Authority, unless (ii) the European Commission or Governmental Authority of any member state of the European Union, (iii) any Governmental Authority of the jurisdictions listed in Section 7.1(b) of the Company Disclosure Letter, or (iv) any Governmental Authority other than those referred to in the preceding clauses (i), (ii) and (iii), unless, in the case of this clause (iv), failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorParent, the Company or their respective AffiliatesSubsidiaries; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.86.7; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will shall be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this AgreementAgreement instituted by (i) any United States federal or state Governmental Authority, unless (ii) the European Commission or Governmental Authority of any member state of the European Union, (iii) any Governmental Authority of the jurisdictions listed in Section 7.1(c) of the Company Disclosure Letter, or (iv) any Governmental Authority other than those referred to in the preceding clauses (i), (ii) and (iii), unless, in the case of this clause (iv), any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of AcquirorParent, the Company, or their respective AffiliatesSubsidiaries; and (d) (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have been terminated or will shall have expired expired, (ii) any required approvals by the European Commission or Governmental Authority of any member state of the European Union applicable to the transactions contemplated hereunder or thereunder under applicable Law shall have been obtained or waiting periods thereunder shall have been terminated or shall have expired, (iii) any required approvals pursuant to any foreign Antitrust Law of the jurisdictions listed in Section 7.1(d) of the Company Disclosure Letter shall have been obtained or waiting periods thereunder shall have been terminated or shall have expired, and (iiiv) all other required approvals pursuant to any foreign Antitrust Law of any Governmental Authority will shall have been obtained or waiting periods thereunder will shall have been terminated or will shall have expired, unless unless, in the case of this clause (iv), if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of AcquirorParent, the Company, or their respective AffiliatesSubsidiaries. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement will be Closing Transactions is subject to the fulfillment at fulfillment, on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in whole or in part by all of the Parties hereto to the extent permitted by Applicable Law): (a) This Agreement will the Required Governmental Applications shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCAgranted; (b) No Law which prohibitsthere shall not be pending any Action or proceeding by any Governmental Authority (i) challenging or seeking to make illegal or otherwise, restrains directly or enjoins indirectly, restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement will have been enactedClosing Transactions, enteredor (ii) directly involving the EB Group, promulgated the ET Group or enforced by the DISH Parties or any United States federal or state Governmental Authority, unless failing to comply with such Law of their Affiliates that would not, individually or in the aggregate, reasonably be expected to either result in materially impair the DISH Parties’ ability to (A) own or operate the EB Business or the ET Business and conduct the businesses as currently conducted, or (B) vote, transfer, receive -38- *** Certain confidential portions of this exhibit were omitted by means of redacting a Material Adverse Effect or lead portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8;Securities Exchange Act. (c) No action, suit no court or proceeding instituted by any United States federal or state other Governmental Authority will be pending seeking to prohibitof competent jurisdiction shall have enacted, restrain issued, promulgated, enforced or enjoin entered any Applicable Law (whether temporary, preliminary or challenging the permanent) or Order that is in effect and restrains, enjoins or otherwise prohibits consummation of the Pre-Closing Restructuring, the Closing Transactions or any other agreements or other transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (id) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The SpinPre-Off Closing Restructuring shall have been completed as of the Business Day immediately preceding the Closing Date, in accordance with ‎Article I and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto‎Section 4.12.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s 's articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this AgreementAgreement instituted by any United States federal or state Governmental Authority, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or of director of Acquiror, the Company, or their respective Affiliates; and (d) (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.

Mutual Conditions to Closing. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement will be Closing Transactions is subject to the fulfillment at fulfillment, on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in whole or in part by all of the Parties hereto to the extent permitted by Applicable Law): (a) This Agreement will the Required Governmental Applications shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCAgranted; (b) No Law which prohibitsthere shall not be pending any Action or proceeding by any Governmental Authority (i) challenging or seeking to make illegal or otherwise, restrains directly or enjoins indirectly, restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement will have been enactedClosing Transactions, enteredor (ii) directly involving the EB Group, promulgated the ET Group or enforced by the DISH Parties or any United States federal or state Governmental Authority, unless failing to comply with such Law of their Affiliates that would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect materially impair the DISH Parties’ ability to (A) own or lead operate the EB Business or the ET Business and conduct the businesses as currently conducted, or (B) vote, transfer, receive dividends or otherwise exercise full ownership rights and control with respect to the criminal prosecution of any officer ET Splitco Shares or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8EB Splitco Shares; (c) No action, suit no court or proceeding instituted by any United States federal or state other Governmental Authority will be pending seeking of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to prohibita request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. preliminary or permanent) or Order that is in effect and restrains, restrain enjoins or enjoin or challenging the otherwise prohibits consummation of the Pre-Closing Restructuring, the Closing Transactions or any other agreements or other transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (id) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The SpinPre-Off Closing Restructuring shall have been completed as of the Business Day immediately preceding the Closing Date, in accordance with Article I and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretoSection 4.12.

Mutual Conditions to Closing. The respective Subject to the terms and conditions of this Agreement, the obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment at satisfaction on or prior to the Closing, Closing Date of each of the following conditions: (a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will Governmental Order shall have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibitof competent jurisdiction that prohibits, restrain restrains, enjoins, or enjoin or challenging restricts the consummation of the transactions contemplated by this AgreementAgreement and the Acquisition Documents, unless any such action, suit or proceeding Governmental Order would not, individually or not result in the aggregate, reasonably be expected to either result operation of the business of the Company following the Closing Date (assuming the Closing Date occurs) in a Material Adverse Effect manner that is materially adverse or lead detrimental to the criminal prosecution conduct of any officer or director the business of Acquirorthe Company and the business of Cellcom, taken as a whole, as compared to the Companyconduct of the business of the Company and the business of Cellcom, or their respective Affiliates; andtaken as a whole, on the date hereof (a "Closing Legal Prohibition"). (ib) The waiting period (and any extension thereof) applicable Parties shall have obtained all Required Regulatory Approvals that are necessary in order to permit the consummation of the transactions contemplated by this Agreement under and the HSR Act will Acquisition Documents and to permit the operation of the business of the Company and Cellcom, taken as a whole, following the Closing Date in a manner that is not materially adverse or detrimental as compared to the conduct of the business of the Company and Cellcom, taken as a whole, as of the date hereof. (c) The Parties shall have been terminated or will have expired and (ii) obtained all other required approvals pursuant to any Antitrust Law Required Equity Holder Approvals the absence of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expiredwhich, unless if failure to obtain such approval or failure of such waiting period to terminate or expire in Seller's reasonable judgment, would not, individually or in the aggregate, reasonably be expected to either result in have a material adverse effect on the ability of the DIC Parties and Seller to consummate the transactions contemplated by this Agreement ("Closing Required Equity Holder Approvals"). (d) All Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective AffiliatesCellcom Consents shall have been obtained. (e) The Spin-Off General Shareholder Approval shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretoobtained.

Mutual Conditions to Closing. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement will be Closing Transactions is subject to the fulfillment at fulfillment, on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in whole or in part by all of the Parties hereto to the extent permitted by Applicable Law): (a) This Agreement will the Required Governmental Applications shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCAgranted; (b) No Law which prohibitsthere shall not be pending any Action or proceeding by any Governmental Authority (i) challenging or seeking to make illegal or otherwise, restrains directly or enjoins indirectly, restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement will have been enactedClosing Transactions, enteredor (ii) directly involving the EB Group, promulgated the ET Group or enforced by the DISH Parties or any United States federal or state Governmental Authority, unless failing to comply with such Law of their Affiliates that would not, individually or in the aggregate, reasonably be expected to either result in materially impair the DISH Parties’ ability to (A) own or operate the EB Business or the ET Business and conduct the businesses as currently conducted, or (B) vote, transfer, receive *** Certain confidential portions of this exhibit were omitted by means of redacting a Material Adverse Effect or lead portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8;Securities Exchange Act. (c) No action, suit no court or proceeding instituted by any United States federal or state other Governmental Authority will be pending seeking to prohibitof competent jurisdiction shall have enacted, restrain issued, promulgated, enforced or enjoin entered any Applicable Law (whether temporary, preliminary or challenging the permanent) or Order that is in effect and restrains, enjoins or otherwise prohibits consummation of the Pre-Closing Restructuring, the Closing Transactions or any other agreements or other transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (id) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The SpinPre-Off Closing Restructuring shall have been completed as of the Business Day immediately preceding the Closing Date, in accordance with ‎Article I and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto‎Section 4.12.

Mutual Conditions to Closing. The respective obligations of each party of the parties hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction of the conditions set forth below. 6.1 All necessary and required consents and approvals of any regulatory body or agency with respect to the transactions contemplated by this Agreement will (including without limitation the Seller’s repurchase of shares of its Series A Fixed Rate Preferred Stock from the United States Department of Treasury) shall have been obtained and all notice and waiting periods required by law to pass after receipt of such approvals or consents shall have passed, in each case without the imposition of any condition or requirement that in Seller’s judgment is unduly burdensome or adversely affects the business, operations, financial condition or assets of Seller. 6.2 Each party shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be subject to the fulfillment performed, satisfied or complied with by it at or prior to Closing. 6.3 The representations and warranties of each party set forth in this Agreement shall be true and correct as of the date of this Agreement and upon the Closing with the same effect as though all such representations and warranties had been made at the Closing (except to the extent such representations and warranties speak as of an earlier date). For purposes of this condition to Closing, no representation or warranty of each a party contained in this Agreement shall be deemed untrue or incorrect, and such party shall not be deemed to have breached a representation or warranty, as a consequence of the following conditions:existence of any fact, circumstance or event unless such fact, circumstance or event, individually or taken together with all other facts, circumstances or events inconsistent with any representation contained in this Agreement, has had or is reasonably expected to have a material adverse effect on such party, taken as whole. 6.4 There shall be no actual or threatened causes of action, investigations or proceedings (ai) This challenging the validity or legality of this Agreement will have been approved by or the shareholders consummation of the Company transactions contemplated by the Requisite Shareholder Vote this Agreement, (ii) seeking damages in accordance connection with the Company’s articles transactions contemplated by this Agreement, or (iii) seeking to restrain or invalidate the transactions contemplated by this Agreement, which, in the reasonable judgment of incorporationthe parties, bylaws and based upon advice of counsel, would have a material adverse effect with respect to the NMBCA; interests of the parties to this Agreement. No judgment, order, injunction or decree (bwhether temporary, preliminary or permanent) No Law which prohibits, restrains issued by any court or enjoins agency of competent jurisdiction or other legal restraints or prohibitions preventing the consummation of the transactions contemplated by this Agreement will shall be in effect. No statute, rule, regulation, order, injunction or decree (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal regulatory authority that prohibits, restricts, or state Governmental Authority, unless failing to comply with such Law would not, individually or in makes illegal the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation completion of the transactions contemplated by this Agreement. 6.5 The trading of shares of Seller Class A Common Stock shall not have been suspended by the SEC or the Nasdaq Global Select Market, unless any such action, suit or proceeding would not, individually or in and the aggregate, reasonably Shares to be expected to either result in a Material Adverse Effect or lead to issued under this Agreement shall have been authorized for listing on the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; andNasdaq Global Select Market. 6.6 Seller’s shareholders shall have (i) The waiting period (and any extension thereof) applicable approved an amendment to Seller’s articles of incorporation to increase the transactions contemplated number of authorized shares of Seller Common Stock in an amount determined by this Agreement under the HSR Act will have been terminated or will have expired Board of Directors necessary to complete the Seller Private Placement and (ii) all other required approvals pursuant to any Antitrust Law approved the issuance of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or the Seller Class A Common Stock in the aggregateSeller Private Placement as required by the applicable rules of the Nasdaq Stock Market, reasonably be expected to either result in LLC, at a Material Adverse Effect or lead to the criminal prosecution meeting of any officer of director of Acquiror, the Company, or their respective Affiliatesshareholders duly called for that purpose. (e) The Spin-Off 6.7 Seller shall have been completed notified that one or more of its bids to purchase shares of Series A Fixed Rate Preferred Stock has been accepted as part of an auction by the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretoUnited States Department of Treasury or its agents or representatives regarding such shares.

Mutual Conditions to Closing. The respective obligations of each party Seller and of Purchaser to consummate effect the transactions contemplated by this Agreement will shall be subject to the fulfillment at or satisfaction prior to the Closing, of each Closing Date of the following conditions, unless waived by both parties pursuant to Section 7.5: (a) This Agreement will have been approved by the shareholders Procurement of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws all governmental and the NMBCA; (b) No Law regulatory consents and approvals which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing are necessary to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement. All consents of, unless filings and registrations with regulatory authorities shall be in full force and effect and all waiting periods required by law shall have expired. No consent obtained from any regulatory authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including requirements relating to the raising of additional capital or the disposition of assets) which in the reasonable judgment of the board of directors of Purchaser would so materially adversely affect the economic or business benefits of the transactions contemplated by this Agreement that, had such actioncondition or requirement been known, suit or proceeding Purchaser would not, in its reasonable judgment, have entered into this Agreement. (b) Each party shall have obtained any and all consents required for consummation of the Merger (other than those referred to in Section 6.1(a) or for the preventing of any default under any contract or permit of such party) which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, reasonably a Seller Material Adverse Effect, Bank Material Adverse Effect, or a Purchaser Material Adverse Effect, as applicable. No consent so obtained which is necessary to consummate the transactions contemplated hereby shall be expected to either result conditioned or restricted in a Material Adverse Effect manner which in the reasonable judgment of the Board of Directors of Purchaser would so materially adversely affect the economic or lead to the criminal prosecution business benefits of any officer or director of Acquiror, the Company, or their respective Affiliates; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have Agreement, that, had such condition or requirement been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expiredknow, unless if failure to obtain such approval or failure of such waiting period to terminate or expire Purchaser would not, individually in its reasonable judgment, have entered into this Agreement. (c) The satisfaction of all other statutory or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead regulatory requirements which are necessary to the criminal prosecution consummation of the transactions contemplated by this Agreement. (d) No party hereto shall be subject to any officer order, decree or injunction or any other action of director a United States federal or state court of Acquirorcompetent jurisdiction permanently restraining, enjoining or otherwise prohibiting the Company, or their respective Affiliatestransactions contemplated by this Agreement. (e) The Spin-Off No party hereto shall have been completed as be subject to any order, decree or injunction or any other action of a United States federal or state governmental, regulatory or administrative agency or commission permanently restraining, enjoining or otherwise prohibiting the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered transactions contemplated by all parties theretothis Agreement.

Mutual Conditions to Closing. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement will be Merger are subject to the fulfillment at fulfillment, on or prior to the ClosingClosing Date, of each of the following conditions:conditions (any or all of which may be waived in whole or in part by all of the Parties hereto to the extent permitted by Applicable Law): (a) This Agreement will the Requisite Stockholder Approval shall have been approved by the shareholders of the Company by the Requisite Shareholder Vote obtained in accordance with the Company’s articles of incorporation, bylaws Applicable Law and the NMBCACorporate Documents of Newco; (b) No Law which prohibitsall approvals requested by the Required Governmental Applications shall have been granted and be in full force and effect, restrains or enjoins provided that, with respect to Required Governmental Applications filed with the consummation FCC, this condition will be satisfied by the approval of the transactions contemplated full FCC, a bureau of the FCC or division or subdivision thereof taken under delegated authority, which approval is in full force and effect, is not subject to reconsideration, has not been stayed by this Agreement will have been enacteda bureau of the FCC, entereddivision or subdivision thereof, promulgated the FCC or enforced by a court of competent jurisdiction, and is not subject to any United States federal condition or state Governmental Authority, unless failing requirement that would reasonably be expected to comply with such Law would nothave, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8Satellite Material Adverse Effect; (c) No action, suit any Required Governmental Notices that must be submitted prior to Closing have been so submitted; (d) there shall not be pending any Action or proceeding instituted by any United States federal or state Governmental Authority will be pending (i) challenging or seeking to prohibitmake illegal or otherwise, restrain directly or indirectly, restrain, enjoin or challenging prohibit the consummation of the Merger and the other transactions contemplated hereby, or (ii) directly involving EchoStar, Newco or the DISH Parties or any of their Affiliates that would reasonably be expected to materially impair the DISH Parties’ ability to own or operate the BSS Business and conduct the businesses as currently conducted; (e) no court or other Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent) or Order that is in effect and restrains, enjoins or otherwise prohibits consummation of the Merger or any other transactions contemplated by this Agreement; (f) the Pre-Closing Restructuring shall have been completed in accordance with ‎Article I and ‎Section 6.15; (g) the Distribution shall have been completed in accordance with ‎Article I and ‎Section 6.15; (i) the S-4 Registration Statement shall have become effective under the Securities Act. No stop order suspending the effectiveness of the S-4 Registration Statement shall have been issued (and not rescinded), unless any and no proceedings for that purpose shall be pending before the SEC; and (ii) the Joint Information Statement/Prospectus (or such action, suit or proceeding would not, individually or other filings as may be necessary under federal securities Applicable Laws) shall have been disseminated to all EchoStar stockholders in accordance with Applicable Law; (i) DISH shall have filed with the NASDAQ a notification form for the listing of all DISH Shares to be issued to Newco stockholders in the aggregateMerger, reasonably be expected to either result in a Material Adverse Effect or lead and the NASDAQ shall not have objected to the criminal prosecution listing of any officer or director of Acquiror, the Company, or their respective Affiliatessuch DISH Shares; and (ij) The waiting period (and any extension thereofthe Consents required to operate the EchoStar XXIII satellite, each as identified on Schedule 7.1(j) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretogranted.

Mutual Conditions to Closing. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment satisfaction or waiver at or prior to the Closing, of each of the following conditions: (a) This Agreement will The Bankruptcy Court shall have been approved by entered the shareholders of (i) Sale Order and (ii) the Company by Confirmation Order, and each such Order shall be a Final Order on the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCAClosing Date; (b) No Law which prohibitsno statute, restrains rule, regulation, executive order, decree, ruling, injunction or enjoins the consummation of the transactions contemplated by this Agreement will other Order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal Governmental Authority and (ii) no claim, suit action, investigation, litigation or state proceeding shall be pending or threatened in or before any Governmental Authority, unless failing in either case, which prohibits or seeks to comply with such Law would not, individually prohibit the consummation of the transactions contemplated by this Agreement or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective AffiliatesAncillary Agreements; provided, however, that prior to invoking this condition each party Party agrees to comply with Section 6.85.6; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and (i) The the waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have been terminated or will shall have expired expired, and (ii) all other required material authorizations, consents, Orders or approvals pursuant to any Antitrust Law of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure necessary for the consummation of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off transactions contemplated by this Agreement shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off filed or been obtained; and (d) each Ancillary Agreement shall have been executed and delivered by all parties theretothe applicable Party to such agreement.

Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will shall be subject to the fulfillment at or prior to the Closing, of each of the following conditions: : No statute, rule, regulation, executive order, decree, ruling, injunction or Governmental Order (awhether temporary, preliminary or permanent) This Agreement will shall have been approved enacted, entered, promulgated or enforced by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law any Governmental Authority which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective AffiliatesAgreement; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates5.3; and (i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will shall have been terminated or will shall have expired not later than the fifth Business Day prior to the Termination Date; and (i) The Commissioner of Competition (the "Commissioner") appointed under the Competition Act shall have issued an advance ruling certificate under section 102 of the Competition Act, (ii) advised Purchaser in writing that she has determined not to file an application for an order under Part VIII of the Competition Act, and any terms and conditions attached to such advice shall be acceptable to Seller and Purchaser, or (iii) the waiting period under section 123 of the Competition Act shall have expired and the Commissioner shall not have filed an application or threatened in writing to file an application for an order under Part VIII of the Competition Act (ii) all other required approvals pursuant to or any Antitrust Law of any Governmental Authority will have been obtained such application, order or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates. (e) The Spin-Off threat shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties theretorescinded).

Mutual Conditions to Closing. The respective obligations 8.1 All necessary and required consents and approvals of each party any regulatory body or agency shall have been obtained and all notice and waiting periods required by law to consummate pass after receipt of such approvals or consents shall have passed, and all conditions to consummation of the transactions set forth in this Agreement shall have been satisfied. 8.2 There shall be no actual or threatened causes of action, investigations or proceedings (i) challenging the validity or legality of this Agreement or the consummation of the transactions contemplated by this Agreement will be subject Agreement, or (ii) seeking damages in connection with the transactions contemplated by this Agreement, or (iii) seeking to restrain or invalidate the transactions contemplated by this Agreement, which, in the case of (i) through (iii), and in the reasonable judgment of the parties, based upon advice of counsel, would have a material adverse effect with respect to the fulfillment at or prior to the Closing, of each interests of the following conditions: parties to this Agreement. No judgment, order, injunction or decree (awhether temporary, preliminary or permanent) This Agreement will have been approved issued by the shareholders any court or agency of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA; (b) No Law which prohibits, restrains competent jurisdiction or enjoins other legal restraints or prohibition preventing the consummation of the transactions contemplated by this Agreement will shall be in effect. No statute, rule, regulation, order, injunction or decree (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any United States federal regulatory authority that prohibits, restricts, or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8; (c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging makes illegal the consummation of the transactions contemplated by in this Agreement. 8.3 The Registration Statement, unless and any such actionamendment or supplement thereto, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead shall have previously become effective with respect to the criminal prosecution of any officer Shares, and such Registration Statement shall be effective on or director of Acquiror, immediately prior to the Company, or their respective Affiliates; and Closing Date and (i) The waiting period neither Seller nor Buyer shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (and any extension thereof) applicable to unless the transactions contemplated by this Agreement under the HSR Act will SEC’s concerns have been terminated addressed and Buyer is reasonably satisfied that the SEC no longer is considering or will have expired intends to take such action), and (ii) all no other required approvals pursuant to any Antitrust Law suspension of any Governmental Authority will the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist. 8.4 The trading of the Seller Common Stock shall not have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in suspended by the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of AcquirorSEC, the Company, Nasdaq Global Select Market or their respective Affiliates. (e) The Spin-Off the FINRA and the Seller Common Stock shall have been completed as of the Business Day immediately preceding the Closing Date, approved for listing or quotation on and all documents required to be delivered in connection with the Spin-Off shall not have been executed and delivered by all parties theretodelisted from the Nasdaq Global Select Market.