Common use of Conditions to the Obligations of Each Party Clause in Contracts

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller to consummate the Closing are subject to the satisfaction of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each party hereto to consummate the Closing are Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) Any applicable the Stockholder Approval shall have been obtained at the Stockholder Meeting; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(d) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(d) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.; and (d) All actions by or in respect of or filings with any governmental bodyconsents from the FCC, agencyPUC, official or authority required to permit the consummation and Localities set forth on Part 7.01(d) of the Closing Company Disclosure Schedule (the “Communications Consents”) shall have occurred or been made, and, if applicable to such actions or filingsobtained, shall have become Final Orders. In not be subject to agency reconsideration or judicial review, and the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals time for any Person to petition for agency reconsideration or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller judicial review shall have received duly executed copies of the Escrow Agreementexpired.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction or, to the extent legally permissible and permissible under this Agreement, mutual waiver of each of the following conditions: (a) Any the Company Shareholder Approval shall have been obtained in accordance with the MIBCA; (b) no Order or Applicable Law, whether temporary, preliminary or permanent, shall have been issued, entered, promulgated or enacted by any Governmental Authority of competent jurisdiction prohibiting, preventing, rendering illegal or enjoining the consummation of any of the transactions contemplated by this Agreement and shall remain in effect; and (i) all waiting periods (and any extensions thereof) applicable waiting period to the consummation of the transactions contemplated by this Agreement under the HSR Act and any commitment to, or agreement (including any extension thereoftiming agreement) relating with, any Governmental Authority not to consummate the transactions contemplated hereby by this Agreement, shall have expired or been terminated. terminated and (bii) No provision of any applicable law or regulation all other approvals, consents, clearances and no judgment, injunction, order or decree shall prohibit authorizations pursuant to the consummation Competition Laws and Foreign Investment Laws set forth on Section 9.01(c) of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Company Disclosure Schedule shall have been instituted obtained, deemed to be obtained, or confirmed in writing not to be required by any Person before any court, arbitrator or governmental body, agency or official and be pendingthe applicable Governmental Authority(ies). (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (ai) Any if approval of the Merger by the holders of Shares is required by applicable waiting period under Law, this Agreement and the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.approved by the Company Required Vote; provided that Parent and Merger Subsidiary shall have voted all of their Shares in favor of the Agreement and the Merger; (bii) No no provision of any applicable law Law or regulation and no judgment, injunction, order Order of any Governmental Authority of competent jurisdiction which has the effect of making the Merger illegal or decree shall otherwise restrain or prohibit the consummation of the Closing.Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (ciii) No proceeding challenging all consents, authorizations, Orders and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by obtained or made, except for filings in connection with the Merger and any Person before other documents required to be filed after the Effective Time and except where the failure to have obtained or made any courtsuch consent, arbitrator authorization, Order, approval, filing or governmental bodyregistration would not make the Merger illegal or have a Company Material Adverse Effect or a Parent Material Adverse Effect, agency or official and be pending.as the case may be; and (div) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing Merger Subsidiary shall have occurred or been made, and, if applicable accepted for purchase and paid for the Shares tendered pursuant to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedOffer. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) Any this Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCL; (b) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.; and (ii) any applicable waiting period, clearance or affirmative approval of any governmental body, agency or authority or other condition set forth on Section 8.1(b)(ii) of the Parent Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (bc) No no provision of any applicable law or regulation and no judgment, injunction, order or decree shall (i) prohibit or enjoin the consummation of the Closing. Merger or (cii) No proceeding challenging this Agreement or reasonably be expected to result in a Substantial Detriment solely to the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay extent set forth in Section 8.1(c)(ii) of the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Parent Disclosure Schedules; (d) All actions the Form S-4 shall have been declared effective by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation SEC under the Securities Act and no stop order suspending the effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Form S-4 shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) Buyer and Seller the shares of Parent Common Stock to be issued in the Merger shall have received duly executed copies been approved for listing on the NYSE, subject to official notice of the Escrow Agreementissuance.

Conditions to the Obligations of Each Party. The obligations Subject to Section 7.01(e), the obligation of the Acquiring Companies and Seller each party hereto to consummate the Closing are Mergers is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver by such party, at or prior to Closing, of the following conditions: (a) Any applicable waiting period under the HSR Act Stockholder Approval shall have been obtained; (including any extension thereofb) relating to no Governmental Authority having jurisdiction over the transactions contemplated hereby shall have expired issued any Order or been terminated. other action that is in effect (bwhether temporary, preliminary or permanent) No provision of any applicable law restraining, enjoining or regulation and no judgment, injunction, order or decree shall prohibit otherwise prohibiting the consummation of the Closing.Mergers and no Applicable Law that makes consummation of the Mergers illegal or otherwise prohibited shall be in effect; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking applicable waiting period (and any extension thereof) applicable to prohibitthe Mergers under the HSR Act, alterand any agreement with any Governmental Authority not to consummate the Merger, prevent or materially delay the Closing shall have expired or been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.validly terminated (the “Regulatory Approval”); (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, Form S-4 shall have become Final Orders. In effective under the case Securities Act and no stop order suspending the effectiveness of the required FCC approvals of Form S-4 shall have been issued; the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority Parent Class A Common Stock to satisfy this condition be issued pursuant to and in such caseaccordance with this Agreement to be approved for listing (subject, upon receipt if applicable, to notice of either issuance) for trading on the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.NYSE; and (e) Buyer and Seller solely with respect to the Second Merger, each of the Second Merger Conditions shall have received duly executed copies been satisfied (and for the avoidance of doubt, this Section 7.01(e) shall not be a condition to the Escrow Agreementconsummation of either the Merger or the LLC Merger in accordance with the terms hereof).

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any (i) the Company Shareholder Approval shall have been obtained in accordance with New York Law and (ii) the Parent Stockholder Approval shall have been obtained in accordance with Delaware Law and the applicable New York Stock Exchange rules and regulations; (b) no Applicable Law shall prohibit the consummation of the Merger; (c) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated. , and (bii) No provision of any applicable law the European Commission shall have taken a decision (or regulation and no judgment, injunction, order or decree shall prohibit the consummation have been deemed to have taken a decision) under Article 6(1)(a) of the Closing. (cEC Merger Regulation or under 6(1)(b) No proceeding challenging this Agreement or of the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay EC Merger Regulation declaring the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Merger compatible with the common market; (d) All the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Parent Stock Issuance shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (f) all actions by or in respect of of, or filings with with, any governmental bodyGovernmental Authority, agency, official or authority required to permit the consummation of the Closing Merger shall have occurred been taken, made or been madeobtained, and, if applicable to except for such actions or filingsfilings the failure of which to take, shall make or obtain would not reasonably be expected to have become Final Orders. In a Material Adverse Effect with respect to Parent following the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedEffective Time. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller Buyer to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any if required by the DGCL, this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with the DGCL (except that this condition shall be deemed satisfied if Buyer shall have acquired 90% or more of the outstanding Shares); (b) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.; (bc) No provision no Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued or enforced any applicable law statute, regulation, decree, injunction or regulation other order which has become final and no judgment, injunction, order or decree shall prohibit nonappealable and which prohibits the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Merger; (d) All actions by with respect to the obligations of Buyer, (i) each of the representations and warranties of the Company contained in this Agreement shall be true and correct, except in any case for such failures to be true and correct which would not, individually or in respect of or filings with any governmental bodythe aggregate, agencyhave a Company Material Adverse Effect, official or authority required to permit the consummation as of the Closing Effective Time as though made on and as of the Effective Time, except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date and (ii) the Company shall have occurred performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or been made, complied with by the Company on or prior to the Effective Time; and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) with respect to the obligations of the Company, (i) each of the representations and warranties of Buyer contained in this Agreement shall be true and Seller correct, except in any case for such failures to be true and correct that would not, individually or in the aggregate, have a Buyer Material Adverse Effect, as of the Effective Time, as though made on and as of the Effective Time, except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date and (ii) Buyer shall have received duly executed copies of performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Buyer on or prior to the Escrow AgreementEffective Time.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by Law, waiver) of the following conditions: (a) Any The Company Stockholder Approval has been obtained in accordance with applicable Law and the Organizational Documents of the Company and, if obtained by the Stockholder Written Consents, the Information Statement shall have been cleared by the SEC and mailed to the stockholders of the Company (in accordance with Regulation 14C under the Exchange Act) at least 20 days prior to the Closing; (b) (i) any applicable waiting period under the HSR Act (including any extension thereof) Antitrust Law relating to the transactions contemplated hereby Merger shall have expired or been terminated.terminated and (ii) the approvals and prior written non-disapprovals from the Governmental Entities listed on Section 9.1(b)(ii) of the Company Disclosure Schedules have been obtained; and (bc) No provision there shall not have been issued by any Governmental Entity having jurisdiction of any applicable law or regulation Party, and no remain in effect, any judgment, injunctiontemporary restraining order, order preliminary or permanent injunction or other order, decree shall prohibit or ruling restraining, enjoining or otherwise preventing the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibitMerger, alter, prevent or materially delay the Closing nor shall any Law have been instituted promulgated, enacted, issued or deemed applicable to the Merger by any Person before Governmental Entity having jurisdiction of any court, arbitrator Party that prohibits or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit makes illegal the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedMerger. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent, Merger Subsidiary and Seller Successor Subsidiary to consummate the Closing Merger are subject to the satisfaction (or, to the extent permissible, waiver) of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) no Applicable Law currently in effect or adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, make illegal or enjoin the consummation of the Merger in a manner that would have or would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent; (c) the shares of Parent Common Stock issuable to the stockholders of the Company pursuant to the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (d) the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.; and (bf) No provision such authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of any applicable law or regulation and no judgmentwaiting periods imposed by, injunction, order or decree shall prohibit the consummation of the Closing. (cGovernmental Authority as set forth on Schedule 10.01(f) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted obtained, made or occurred to the extent required by any Person before any court, arbitrator or governmental body, agency or official and be pendingApplicable Law. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained; (b) the Parent Shareholder Approval shall have been obtained; (c) no Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Merger, and no Applicable Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Merger; (d) the Form F-4 and, if applicable, the Form F-6 shall have been declared effective, no stop order suspending the effectiveness of the Form F-4 or, if applicable, the Form F-6 shall be in effect and no proceedings for such purpose shall be pending before the SEC; (e) the Parent Circular, including any supplement or amendment thereto, shall have been made available to the shareholders of Parent in accordance with the Parent Organizational Documents; (f) (i) the Parent ADSs (and the Parent Ordinary Shares represented thereby) to be issued in the Parent ADS Issuance shall have been approved for listing on Nasdaq, subject to official notice of issuance, and (ii) the London Stock Exchange shall not have informed Parent or its agent that the Parent Consideration Shares will not be admitted to trading on AIM, if applicable; and (g) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing of the following conditions: (a) Any the Company shall have obtained the Company Stockholder Approval; (b) the Parent Share Issuance shall have been approved for listing on the NYSE, subject to official notice of issuance; (c) the Form F-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or any Proceedings by or before the SEC seeking a stop order; (d) any applicable waiting period (and any extension thereof) under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby consummation of the Merger shall have expired or early termination thereof shall have been terminated.granted (the “Required Regulatory Approval”); and (be) No provision no Governmental Authority of competent jurisdiction shall have issued or entered any applicable law or regulation Order after the date of this Agreement, and no judgmentLaw shall have been enacted or promulgated after the date of this Agreement, injunctionin each case, order that (whether temporary or decree shall prohibit permanent) is then in effect and has the effect of enjoining or otherwise prohibiting the consummation of the ClosingMerger (a “Restraint”). (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction or waiver by each party (to the extent permitted by Applicable Law) of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (i) no Applicable Law shall prohibit the consummation of the Merger and (ii) there shall not have been instituted or pending any action or proceeding by any Governmental Authority, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Merger; (c) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated and (including ii) any extension applicable waiting period (or extensions thereof) or approvals under each Foreign Antitrust Law relating to the transactions contemplated hereby by this Agreement and the Transaction Agreement shall have expired expired, been terminated or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.obtained; (d) All the Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (f) all actions by or in respect of of, or filings with with, any governmental bodyGovernmental Authority, agency, official or authority required to permit the consummation of the Closing Merger (other than those referred to Section 9.01(c)) shall have occurred been taken, made or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedobtained. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver, provided that the condition set forth in Section 9.01(a) shall not be waivable) of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Company Stockholder Approval shall have expired or been terminated.obtained; (b) No provision of any applicable law or regulation and the Parent Stockholder Approval shall have been obtained; (c) no judgmentorder, injunction, order injunction or decree shall prohibit issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Closing. (c) No proceeding challenging this Agreement Merger or any of the transactions contemplated hereby other Transactions shall be in effect, and no statute, rule or seeking to prohibit, alter, prevent or materially delay the Closing regulation shall have been instituted enacted, entered, promulgated or enforced by any Person before Governmental Authority or otherwise be in effect which prohibits or makes illegal consummation of the Merger or any court, arbitrator or governmental body, agency or official and be pending.of the other Transactions; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Registration Statement shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before the SEC; and (e) Buyer and Seller the shares of Parent Common Stock to be issued in the Parent Share Issuance shall have received duly executed copies been approved for listing on the NYSE, subject to official notice of the Escrow Agreementissuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under If required by the HSR Act (including any extension thereof) relating to the transactions contemplated hereby DGCL, this Agreement shall have expired or been terminated.adopted by the stockholders of the Company in accordance with the DGCL; (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall prohibit be in effect which has the effect of making the Merger or the Second Merger illegal or otherwise restraining or prohibiting the consummation of the Closing.Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall have used its reasonable efforts to prevent the entry of any such judgment, injunction, order or decree; (c) No proceeding challenging this Agreement All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity required to consummate the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay Merger and the Closing Second Merger shall have been instituted by any Person before any courtobtained or made, arbitrator except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or governmental bodymade would not, agency individually or official and in the aggregate, reasonably be pending.expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger); (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit No stop order suspending the consummation effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Registration Statement shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before the SEC; and (e) Buyer and Seller Merger Sub shall have received duly executed copies purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the Escrow Agreementconditions to the Offer set forth in Annex A attached hereto).

Conditions to the Obligations of Each Party. The obligations of Buyer and the Acquiring Companies and Seller Company to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any this Agreement and the transactions contemplated by this Agreement shall have been adopted by the stockholders of the Company in accordance with the Delaware Law; (b) any applicable waiting period under the HSR Act (including and any extension thereof) relating to applicable pre-merger notification or similar statutes and rules listed in Section 3.03 of the transactions contemplated hereby Company Disclosure Schedule or Section 4.03 of the Buyer Disclosure Schedule shall have expired or been terminated.expired; (bc) No no provision of any applicable law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall prohibit the consummation of the Closing.Merger; (cd) No proceeding challenging this Agreement no Action shall be instituted by any Governmental Authority which seeks to prevent consummation of the Merger or seeking material damages in connection with the transactions contemplated hereby or seeking which continues to prohibit, alter, prevent or materially delay be outstanding. (e) the Closing Form F-4 shall have been instituted declared effective under the 1933 Act and no stop order suspending the effectiveness of the Form F-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by any Person before any court, arbitrator or governmental body, agency or official and be pending.the SEC; (di) All the Buyer Common Stock shall have been approved for listing, effective on or before the Merger Date, on Nasdaq's NMS, (ii) Buyer shall have received the approval of all applicable regulatory authorities related to such listing; and (iii) Buyer's Common Stock shall have been registered with the SEC under the Exchange Act; and (g) all actions by or in respect of or filings with any governmental body, agency, official or authority Governmental Authority required to permit the consummation of the Closing Merger shall have occurred been made or been made, and, if applicable to obtained other than any such actions or filings, the failure of which to make or obtain shall not be reasonably likely to have become Final Orders. In a Material Adverse Effect on Buyer or the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedCompany. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller Parent to consummate the Closing Transaction are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following conditions: (a) Any the Company Shareholder Approvals shall have been obtained; (b) the Scheme of Arrangement shall have been sanctioned by the Court; (c) the Parent Stockholder Approval shall have been obtained; (d) (i) no Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Transaction and (ii) no Applicable Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Transaction; (e) the Exchange Shares shall have been approved for listing on Nasdaq; and (f) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision terminated and any agreement with a Governmental Authority not to consummate the Transaction shall have expired or been terminated and all applicable waiting periods or other Consent of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Governmental Authority set forth on Schedule 9.01(f) relating to the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Transaction shall have expired, been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred terminated or been madeobtained, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedapplicable. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each party hereto to consummate the Closing are Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver, on or prior to the Closing, of the following conditions: (a) Any applicable the Requisite Lafite Vote shall have been obtained; (b) the Requisite Tempranillo Vote shall have been obtained; (c) no Order shall have been issued by a Governmental Authority in the United States having competent jurisdiction over any party hereto, nor any Applicable Law enacted in the United States shall be in effect, in either case that makes consummation of the Merger illegal or otherwise prohibited; (d) (i) the waiting period (and any extension thereof, including any agreement with any Governmental Authority by a party not to effect the Merger prior to a certain date) applicable to the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator terminated or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.expired; (e) Buyer and Seller the shares of Tempranillo Common Stock to be issued to Lafite’s stockholders pursuant to Article 2 shall have received duly executed copies been approved for listing on the NYSE, subject only to official notice of issuance; and (f) the Escrow AgreementRegistration Statement shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) at or prior to the Closing of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby The Company shall have expired or been terminated.obtained Company Stockholder Approval in accordance with the DGCL and the governing documents of the Company; (b) No no provision of any applicable law or regulation and no judgment, injunction, order or decree Law shall prohibit or enjoin the consummation of the Closing.Merger; (c) No proceeding challenging this Agreement all required approvals, applications or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing notices with Governmental Authorities shall have been instituted by any Person before any courtobtained, arbitrator including, without limitation, FINRA (the “Approvals”), except those Approvals the failure of which to obtain would not, individually or governmental bodyin the aggregate, agency reasonably be expected to have a Material Adverse Effect on Parent or official and be pending.the Company; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation Form S-4 shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Form S-4 shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) Buyer and Seller Parent shall have received duly executed copies entered into written employment agreements with ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ “(▇▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) and ▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”), substantially in the forms attached as Exhibits A, B and C, respectively, annexed hereto; (f) Parent shall have entered into a written voting agreement with ▇▇▇▇▇▇▇, substantially in form attached as Exhibit F annexed hereto (the “Voting Agreement”); (g) as of the Escrow AgreementClosing Date, to be effective as of the Effective Time, the Board of Directors of Parent shall consist of those persons as provided for in Section 7.2 hereto; (h) the Clearing Arrangements Approvals shall have been obtained to the mutual reasonable satisfaction of Parent and the Company; (i) there shall be in full force and effect a voting agreement among ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, substantially in the form attached as Exhibit G, to vote in favor of the nominees set forth in Section 7.2 hereof and each other for the position of director of the Parent; (j) the Company shall have entered into a written employment termination agreement with ▇▇▇▇▇▇▇, substantially in form attached as Exhibit H annexed hereto; and (k) Parent shall have completed a private placement of equity and/or equity-related securities of Parent resulting in gross proceeds (prior to commissions, if any, fees and expenses) of at least $3 million.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller the New Investor to consummate the Closing Transactions are subject to the satisfaction of the following conditions: (a) Any the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Secondary Share Purchase Agreement in the form attached hereto as Annex F shall be consummated simultaneously with the Closing; (b) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated.; (bc) No provision of no court, arbitrator or Governmental Authority shall have issued any applicable law or regulation and no judgment, injunction, order or decree still in effect, and there shall prohibit not be in effect any statute, rule or regulation, restraining or prohibiting the consummation of the Closing. (c) No proceeding challenging this Agreement Transactions or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay effective operation of any material portion of the business of the Company and its Subsidiaries after the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Date; (d) All all actions by or in respect of of, or filings with with, any governmental body, agency, official or authority Governmental Authority required to permit the consummation of the Closing Transactions, shall have occurred been taken, made or been madeobtained, andexcept where the failure to take, if applicable to make or obtain such actions or filings, shall individually or in the aggregate with all other such failures, would not be reasonably expected to have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.Material Adverse Effect; and (e) Buyer and Seller all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have received duly executed copies been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (f) the Company and Heartland shall have entered into a monitoring fee agreement (the "NEW MONITORING AGREEMENT") in form and substance satisfactory to each of them providing for the Escrow Agreementpayment to Heartland of an annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained in accordance with Delaware Law; (b) the shares of Parent Class A Common Stock to be issued to the holders of Company Stock upon consummation of the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; (c) the Form S-4 shall have become effective under the 1933 Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; (d) no Proceeding brought by any Governmental Authority in the United States of America pursuant to Antitrust Laws is pending that challenges or seeks to prevent, enjoin, alter or delay the Merger or any of the other transactions contemplated hereby, and no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or any Governmental Authority in the United States of America preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (e) any applicable waiting period (and any extension of such period) under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated and any agreement with any Governmental Authority with respect to the HSR Act not to close the transaction shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations respective obligation of the Acquiring Companies and Seller each Party to consummate proceed with the Closing are is subject to the satisfaction or waiver by each of the Parties (subject to applicable laws) on or prior to the Closing Date of all of the following conditions: (a) Any applicable if applicable, (i) the waiting period under the HSR Act (including any extension thereof) relating applicable to the consummation of the transactions contemplated hereby shall have expired expired, (ii) notice of early termination shall have been received, or (iii) a consent order shall have been terminated.issued by or from the applicable Governmental Authorities and any other necessary filings with and consents of any Governmental Authority required for the consummation of the transactions contemplated by this Agreement shall have been made and obtained; provided, however, that, prior to invoking this condition, the invoking Party shall have used commercially reasonable efforts to make or obtain such filings and consents; and (b) No provision of no Party shall be subject to any applicable law or regulation and no judgment, injunctiondecree, order or decree shall prohibit injunction of a court of competent jurisdiction that prohibits the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby and no statute, rule, regulation, order, decree or seeking to prohibitinjunction enacted, alterentered, prevent or materially delay the Closing shall have been instituted issued by any Person before any courtGovernmental Authority, arbitrator or governmental body, agency other legal restraint or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit prohibition preventing the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filingstransactions contemplated by this Agreement, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and be in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedeffect. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each Party to consummate the Closing are Transaction and the other transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions: (a) Any the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in England and Wales; (c) no Governmental Authority having jurisdiction over any Party shall have issued any Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transaction and no Applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited; and (d) (i) the applicable waiting period applicable to the Transaction under the HSR Act shall have expired or been terminated, (including any extension thereofii) relating the conditions set forth in Section 3.03 of the Company Disclosure Schedule, and (iii) all agreements between a Party and a Governmental Authority to delay or not consummate the transactions contemplated hereby shall have expired been rescinded, expired, terminated or been terminatedotherwise closed. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller the New Investor to consummate the Closing Transactions are subject to the satisfaction of the following conditions: (a) Any the sale of shares of Common Stock by the Sellers to the New Investor in accordance with the terms of the Secondary Share Purchase Agreement in the form attached hereto as Annex F shall be consummated simultaneously with the Closing; (b) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated.; (bc) No provision of no court, arbitrator or Governmental Authority shall have issued any applicable law or regulation and no judgment, injunction, order or decree still in effect, and there shall prohibit not be in effect any statute, rule or regulation, restraining or prohibiting the consummation of the Closing. (c) No proceeding challenging this Agreement Transactions or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay effective operation of any material portion of the business of the Company and its Subsidiaries after the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Date; (d) All all actions by or in respect of of, or filings with with, any governmental body, agency, official or authority Governmental Authority required to permit the consummation of the Closing Transactions, shall have occurred been taken, made or been madeobtained, andexcept where the failure to take, if applicable to make or obtain such actions or filings, shall individually or in the aggregate with all other such failures, would not be reasonably expected to have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.Material Adverse Effect; and (e) Buyer and Seller all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders required to have been obtained or made by the Company in connection with the Transactions shall have received duly executed copies been obtained and made by the Company, except where the failure to receive such licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, individually or in the aggregate with all other such failures, would not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the Transactions); and (f) the Company and Heartland shall have entered into a monitoring fee agreement (the "New Monitoring Agreement") in form and substance satisfactory to each of them providing for the Escrow Agreementpayment to Heartland of an annual monitoring fee of $4.0 million.

Conditions to the Obligations of Each Party. The obligations ------------------------------------------- of the Acquiring Companies Company, ▇▇▇▇▇▇ and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction or waiver at or prior to the Closing of the following conditions: (a) Any The shareholders of the Company shall have duly approved and adopted this Agreement, the Merger, and the other transactions contemplated hereby to the extent required by applicable requirements of law and the Articles of Incorporation and bylaws of the Company. (b) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing by this Agreement shall have been instituted approved by any Person before any federal, state, foreign or local governmental or regulatory authority or self-regulatory body the approval of which is required to permit the consummation thereof; (d) no court, arbitrator or governmental body, agency or official shall have issued any order or injunction and there shall not be pending.any statute, rule or regulation, restraining or prohibiting the consummation of the Merger; provided that prior to invoking this condition, each party shall use all commercially reasonable efforts to have any such order, injunction, legal restraint or prohibition vacated; (de) All all actions by or in respect of or filings with any governmental body, agency, official official, or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filingsMerger, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedobtained. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of Parent, Merger Subsidiary and the Acquiring Companies and Seller Company to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained by the Company; (b) no Governmental Authority of any competent jurisdiction shall have issued or entered any Order after the date of this Agreement, and no Applicable Law shall have been enacted or promulgated after the date of this Agreement, in each case, that is then in effect and has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Merger (collectively, “Restraints”); (c) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the Merger and the other transactions contemplated hereby shall have expired or been terminated. terminated and (bii) No provision of any applicable law clearance or regulation and no judgment, injunction, order or decree shall prohibit approval required to be obtained with respect to the consummation of Merger under the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Antitrust Laws set forth on Exhibit B hereto shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.obtained; (d) All actions the Form S-4 shall have been declared effective by or in respect of or filings with any governmental bodythe SEC under the 1933 Act, agency, official or authority required to permit no stop order suspending the consummation effectiveness of the Closing Form S-4 shall have occurred or been madeissued by the SEC, and, if applicable to such actions or filings, and no proceedings for that purpose shall have become Final Orders. In been initiated by the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.SEC; and (e) Buyer and Seller the shares of Parent Stock issuable in connection with the Merger shall have received duly executed copies been authorized for listing on the NYSE, subject to official notice of the Escrow Agreementissuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Buyer and Seller to consummate the Closing transactions contemplated hereby are subject to the satisfaction or waiver (if permissible under applicable Law) by Buyer or Seller, as appropriate, at or before the Closing Date, of each of the following conditions: (a) Any the Seller Stockholder Approval shall have been obtained; (b) no Order, stipulation or injunction by any Governmental Entity of competent jurisdiction shall be in effect which prevents, makes illegal, or limits the consummation of any of the transactions contemplated by this Agreement, and no action, suit or proceeding shall be pending by or before any Governmental Entity of competent jurisdiction seeking an Order, stipulation or injunction seeking to enjoin, restrain or otherwise prevent or prohibit the consummation of, or limit, any of the transactions contemplated by this Agreement; (c) no Law shall have been enacted, promulgated or deemed applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of by any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Governmental Entity that prevents the consummation of such transactions or has the Closing. (c) No proceeding challenging this Agreement effect of making such consummation thereof illegal or otherwise prohibiting, restraining or enjoining the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.consummation of such transactions; (d) All actions by or in respect of or filings with all waiting periods under the HSR Act and any governmental body, agency, official or authority required to permit the consummation of the Closing other applicable Antitrust Laws (and any extensions thereof) shall have occurred been terminated or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.expired; and (e) Buyer and Seller the Escrow Agreement shall have received been duly executed copies of and delivered by the Escrow AgreementAgent.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction (or, to the extent legally permissible, waiver) of the following conditions: (a) Any this Agreement and the Merger shall have been approved and adopted by the stockholders of the Company in accordance with DGCL; (b) any applicable waiting period under the HSR Act (including any extension thereof) relating to the Merger shall have expired; (c) any applicable approval by the European Commission of the transactions contemplated hereby by this Agreement shall have expired or been terminated.obtained pursuant to the EC Merger Regulation; (bd) No no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.Merger; (e) Buyer and Seller the Form S-4 shall have received duly executed copies been declared effective under the Securities Act and no stop order suspending the effectiveness of the Escrow Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) neither the U.S. Federal Trade Commission nor the Antitrust Division of the U.S. Department of Justice, as the case may be, shall have, as a condition to its approval of the Merger and the other transactions contemplated by this Agreement., required Parent to take any action which, individually or in the aggregate, would result in, or be reasonably likely to result in, a Substantial Detriment; (h) there shall not be instituted or pending any action or proceeding by any governmental authority (whether domestic, foreign or supranational) before any court or governmental authority or agency, domestic, foreign or supranational, seeking to

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies ▇▇▇▇▇▇▇ and Seller Cardiac to consummate the Closing Mergers are subject to the satisfaction of the following conditions: (a) Any the ▇▇▇▇▇▇▇ Stockholder Approval and Cardiac Stockholder Approval shall have been obtained; (b) the Holding Company Common Shares to be issued in the Mergers shall have been authorized for listing on Nasdaq, subject to official notice of issuance; (i) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and (ii) all state securities or “blue sky” authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (d) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Mergers shall have expired or been terminated.earlier terminated without the imposition of any Burdensome Condition; (be) No provision no Governmental Entity of competent authority or jurisdiction shall have issued any applicable law order, injunction or regulation decree, or taken any other action, that is in effect and no judgmentrestrains, injunctionenjoins or otherwise prohibits the consummation of the Mergers nor is there pending any action that seeks to restrain, order enjoin or decree shall otherwise prohibit the consummation of the Closing.Mergers; (cf) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing parties shall have been instituted obtained or made all consent, approvals, actions, orders, authorizations, registrations, declarations, announcements and filings contemplated by any Person before any court, arbitrator Section 4.3 and Section 5.3 which if not obtained or governmental body, agency or official and be pending. made (di) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the would render consummation of the Closing shall Merger illegal or (ii) would be reasonably likely to have occurred or been madea Material Adverse Effect on the Holding Company, and, if applicable after giving effect to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.Mergers;

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, written waiver by Parent and the Company) of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained in accordance with the DGCL; (b) no Order or other Applicable Law issued, entered, promulgated or enacted by any Governmental Authority of competent jurisdiction prohibiting, rendering illegal or enjoining the consummation of the Merger shall be in effect; provided that, solely for the purposes of this Section 9.01(b), with respect to any Competition Law or Order issued by any Governmental Authority pursuant to any Competition Law, solely if such Order or Applicable Law relates to the Required Regulatory Approvals; and (c) (i) all applicable waiting period periods (and any extensions thereof) under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the Merger, shall have expired or been terminated. , and (bii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation Required Regulatory Approvals set forth on Section 9.01(c) of the Closing. Company Disclosure Schedule (cother than under the HSR Act) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any courtobtained or received (or, arbitrator or governmental bodyas applicable, agency or official and be pending. (d) All actions by or in the waiting periods with respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing thereto shall have occurred expired or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedterminated). (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each party hereto to consummate the Closing are Merger is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) Any the Stockholder Approval shall have been obtained; (b) no Governmental Authority having jurisdiction over any party hereto or any of the Company Subsidiaries shall have issued, enforced or entered any Order, or taken any other action, that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law shall have been adopted or be in effect that makes consummation of the Merger illegal or otherwise prohibited; and (c) the applicable waiting period (and any voluntary extensions thereof pursuant to any agreement with any Governmental Authority, subject to Section 6.12) applicable to the Merger under the HSR Act (including shall have expired or been terminated, and all consents required under any extension thereofother Antitrust Law of the jurisdictions set forth on Section 7.01(c) relating to of the transactions contemplated hereby Company Disclosure Schedule shall have been obtained or any applicable waiting period thereunder shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing of the following conditions: (a) Any the Company shall have obtained the Company Stockholder Approval; (b) the Parent Stock Issuance shall have been approved for listing on the NYSE, subject to official notice of issuance; (c) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or any Proceedings by or before the SEC seeking a stop order; (d) (i) any applicable waiting period (and any extension thereof) under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby consummation of the Merger shall have expired or early termination thereof shall have been terminated.granted and (ii) any authorization or consent from a Governmental Authority required to be obtained with respect to the Merger under any Antitrust Law as set forth on Section 6.1(d) of the Parent Disclosure Letter shall have been obtained and shall remain in full force and effect, in each case without the imposition, individually or in the aggregate, of an Unacceptable Condition; and (be) No provision no Governmental Authority of competent jurisdiction shall have issued or entered any applicable law or regulation Order after the date of this Agreement, and no judgmentLaw shall have been enacted or promulgated after the date of this Agreement, injunctionin each case, order that (whether temporary or decree shall prohibit permanent) is then in effect and has the effect of (i) enjoining or otherwise prohibiting the consummation of the Closing. Merger (ca “Restraint”) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit(ii) resulting, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by individually or in respect of or filings with any governmental bodythe aggregate, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedan Unacceptable Condition. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The Unless these conditions are waived in writing by the parties, the obligations of Seller and Pure Cycle to effect the Acquiring Companies and Seller to consummate the Closing are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Entity, shall be in effect that would make the HSR Act transactions contemplated by this Agreement, including the holding, directly or indirectly, by Pure Cycle of any of the Assets, illegal or otherwise prevent the consummation of the transactions among the parties contemplated by this Agreement; (b) All waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions among the parties contemplated by this Agreement (including any extension thereofthe consent of the Fort Lyon Canal Company to the transfer of the FLCC Certificates and associated stock) relating shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect or a Pure Cycle Material Adverse Effect; and (c) If applicable, the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each Party to consummate the Closing are Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions: (a) Any the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modification being acceptable to Company and Buyer acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey; (c) no Governmental Entity of a competent jurisdiction shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transaction and no applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, the presence of such Law will only be a failure to meet a condition under this ‎Section 7.1(c) to the extent it would constitute a Material Restraint); and (d) all consents required (or, as the case may be, confirmation from the relevant authority that it does not consider its consent would be required) under the Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have been obtained or any applicable waiting period under the HSR Act (including and any extension extensions thereof) relating to the transactions contemplated hereby thereunder shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.;

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any the Court Approval shall have been obtained and a certified copy thereof shall have been filed with the Companies Registrar; (b) (i) no Applicable Law of any jurisdiction in which either Parent or the Company has material business or operations, shall prohibit or enjoin the consummation of the Merger, and (ii) there shall not have been instituted or pending any action or proceeding by any Governmental Authority challenging or seeking to make illegal, to delay materially or otherwise to restrain or prohibit the consummation of the Merger or seeking to obtain material damages with respect to the Merger; (c) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated. , and (bii) No provision of any applicable law all approvals, consents, actions, notices and filings that are required to have been obtained, taken or regulation and no judgment, injunction, order or decree shall prohibit made under Foreign Antitrust Laws to consummate the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Merger shall have been instituted by any Person before any courtobtained, arbitrator taken or governmental body, agency or official and be pending.made; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of Investment Center Approval and the Closing OCS Approval shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.obtained; (e) Buyer and Seller if Section 7.06 applies, the Registration Statement shall have received duly executed copies been declared effective by the SEC and no stop order suspending the effectiveness of the Escrow AgreementRegistration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each Party to consummate the Closing Mergers are subject to the satisfaction as of the First Merger Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by such Party to the extent permitted by applicable Law: (a) The Separation shall have been consummated in accordance with the Distribution Agreement and the Special Dividend shall have been paid in accordance with the Distribution Agreement. (b) All consents, approvals and authorizations of any Governmental Entity in the United States required for the consummation of the Transactions shall have been obtained and shall be in full force and effect at the First Merger Effective Time. (c) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Transactions shall have expired or been terminated. (bi) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing The Registration Statement shall have been instituted declared effective by the SEC and shall not be the subject of any Person before any court, arbitrator stop Order or governmental body, agency Actions initiated or official threatened by the SEC seeking a stop Order; and (ii) the shares of Computer Sciences GS Common Stock to be pending. (d) All actions by or issued in respect of or filings the Distribution and the Mergers and such other shares to be reserved for issuance in connection with any governmental body, agency, official or authority required to permit the consummation of the Closing Transactions shall have occurred or been madeapproved for listing on the Stock Exchange, and, if applicable subject to such actions or filings, shall have become Final Orders. In the case official notice of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedissuance. (e) Buyer and Seller shall have received duly executed copies No Order issued by any Governmental Entity of competent jurisdiction or other legal impediment preventing or making illegal the consummation of the Escrow AgreementTransactions shall be in effect.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Buyer and Seller to consummate the Closing transactions contemplated hereby are subject to the satisfaction or waiver by Buyer or Seller, as appropriate, at or before the Closing Date, of each of the following conditions: (a) Any the Seller Stockholder Approval shall have been obtained; (b) no judgment, order, decree, stipulation or injunction by any Governmental Entity of competent jurisdiction shall be in effect which prevents, makes illegal, or limits the consummation of any of the transactions contemplated by this Agreement, and no action, suit or proceeding shall be pending by or before any Governmental Entity of competent jurisdiction seeking an Order that would reasonably be expected to prevent the consummation of, or limit, any of the transactions contemplated by this Agreement; (c) no Law shall have been enacted, promulgated or deemed applicable to the transactions contemplated hereby that prevents the consummation of such transactions or has the effect of making such consummation thereof illegal; and (d) all waiting periods under the HSR Act, if applicable with respect to the transactions contemplated by this Agreement or other applicable waiting period under the HSR Act (including or any extension thereof) relating ), filings or approvals under the applicable Antitrust Laws to consummate the transactions contemplated hereby shall have expired expired, been terminated, been made or been terminatedobtained. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each Party to consummate the Closing are Transaction contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions:conditions:‌ (a) Any the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM;‌ (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without‌ modification (but subject to any non-de minimis modification being acceptable to Company and Buyer acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to the Registrar of Companies in Jersey; (c) no Governmental Entity of a competent jurisdiction shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transaction and no applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited (it being understood that if any such Law arises out of or relates to Antitrust Laws or Investment Screening Laws, the presence of such Law will only be a failure to meet a condition under this Section 7.1(c) to the extent it would constitute a Material Restraint); and‌ (d) all consents required (or, as the case may be, confirmation from the relevant authority that it does not consider its consent would be required) under the Antitrust Laws and Investment Screening Laws of the jurisdictions set forth on Exhibit A shall have been obtained or any‌ applicable waiting period under the HSR Act (including and any extension extensions thereof) relating to the transactions contemplated hereby thereunder shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.terminated;

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any The Company Stockholder Approval shall have been obtained in accordance with Applicable Law and be in full force and effect. (b) No provision of Applicable Law shall prohibit the consummation of the Merger. (c) The applicable waiting period periods under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated. (bd) No provision Unless Parent shall have elected or become obligated to pay the Aggregate Stock Value in cash in lieu of issuing the Stock Consideration pursuant to Section 8.02(b), (i) the Commissioner shall have issued the CSL Permit and the qualification thereunder shall not be the subject of any applicable law stop order or regulation proceedings seeking a stop order or (ii) the Registration Statement shall have been declared effective by the SEC and no judgment, injunction, stop order suspending the effectiveness of such Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or decree shall prohibit threatened by the consummation of the ClosingSEC. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (de) All actions by or in respect of of, or filings with with, any governmental body, agency, official or authority Governmental Authority required to permit the consummation of the Closing Merger shall have occurred been taken, made or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedobtained. (ef) Buyer and Seller shall have received duly executed copies No temporary restraining order, preliminary injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition prohibiting the consummation of the Escrow AgreementMerger shall be in effect; nor shall any Applicable Law be enacted, entered or enforced which prohibits the consummation of the Merger.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller Bidco to consummate the Closing Transaction are subject to the satisfaction (or waiver by the Company and Bidco, acting jointly, to the extent permitted by Applicable Law) of the following conditions: (a) Any applicable the Company Shareholder Approvals shall have been obtained; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modifications being acceptable to the Company and Bidco, acting reasonably and in good faith); (c) a copy of the Court Order shall have been delivered to the Registrar of Companies in England & Wales; (d) (i) no Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Transaction and (ii) no Applicable Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Transaction; and (e) any waiting period under the HSR Act (and any extensions thereof) applicable to the Transaction, and any commitment to, or agreement (including any extension thereoftiming agreement) relating with, any Governmental Authority to delay the transactions contemplated hereby consummation of, or not to consummate before a certain date, the Transaction, shall have expired or been terminated. (b) No provision of any applicable law or regulation , and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing all other Clearances shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official obtained (including in the form of a decision indicating a lack of jurisdiction) and be pendingremain in full force and effect. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent, Merger Sub 1 and Seller Merger Sub 2 to consummate the Closing Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by each such party; provided that the condition set forth in Section 9.01(a) shall not be waivable) of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Company Stockholder Approval shall have expired or been terminated.obtained in accordance with all Applicable Law; (b) No provision of any applicable law no Applicable Law or regulation and no judgment, injunction, order Order preventing or decree shall prohibit making illegal the consummation of the Closing.Mergers or any of the other Transactions shall be in effect, and no litigation or similar legal action by any Governmental Authority (in any jurisdiction in which Parent, the Company or any of their respective Subsidiaries conducts material operations) seeking to prohibit or restrain the Mergers shall be pending; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Registration Statement shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending.; and (d) All actions by or the shares of Parent Common Stock to be issued in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing Parent Share Issuance shall have occurred or been madeapproved for listing on the Parent Stock Exchange, and, if applicable subject to such actions or filings, shall have become Final Orders. In the case official notice of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedissuance. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any if approval of the Plan of Merger by the holders of Shares is required by applicable waiting period under Law, the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Plan of Merger shall have expired or been terminated.approved by the requisite vote of the shareholders of the Company in accordance with the WBCL, provided that, Parent and Merger Sub shall have voted all of their Shares in favor of the Plan of Merger; (b) No no provision of any applicable law Law or regulation and no judgment, injunction, order Order of any Governmental Entity of competent jurisdiction which has the effect of making the Merger illegal or decree shall otherwise restrain or prohibit the consummation of the Closing.Merger shall be in effect (each party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any Order lifted); (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay conditions set forth in clause (x) of the Closing first paragraph of Annex A shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.satisfied; and (d) All actions by or in Merger Sub shall have accepted for purchase and paid for the Shares tendered pursuant to the Offer; provided, that this condition shall be deemed to have been satisfied with respect of or filings with any governmental body, agency, official or authority required to permit the consummation obligation of the Closing shall Purchaser and Merger Sub to effect the Merger if Merger Sub fails to accept for payment or pay for Shares validly tendered and not withdrawn pursuant to the Offer at a time when all conditions under Annex A have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedsatisfied. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company and Seller Acquiror to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any each of the Company Stockholder Approval and the Acquiror Stockholder Approval, if required, shall have been obtained; (b) the Acquiror Shares to be issued in the Merger shall have been authorized for listing on the NASDAQ National Market, subject to official notice of issuance; (i) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and (ii) all state securities or blue sky authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (d) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been earlier terminated.; and (be) No provision no Governmental Entity of competent authority or jurisdiction shall have issued any applicable law order, injunction or regulation and no judgmentdecree, injunctionor taken any other action then in effect, order which restrains, enjoins or decree shall prohibit otherwise prohibits the consummation of the ClosingMerger. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Seller and Seller Purchaser to consummate the Closing are subject to the satisfaction of the following conditions: (a) Any any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated.; (b) No no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.transactions contemplated hereby; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing all Governmental Consents shall have been instituted by any Person before any obtained and be in effect, and be subject to no limitations, conditions, restrictions or obligations, except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or governmental bodyGovernmental Body shall have issued any order, agency and there shall not be any statute, rule or official and be pending. (d) All actions by regulation restraining or in respect of or filings with any governmental body, agency, official or authority required to permit prohibiting the consummation effective operation of the business of Purchaser or Seller after the Closing shall that would be reasonably expected to have occurred or been made, and, if applicable a Purchaser Material Adverse Effect (after giving effect to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.transactions contemplated hereby); (e) Buyer and Seller the FCC Consent shall have received duly executed copies become a Final Order and shall not contain any conditions with respect to Seller or Purchaser, which conditions would have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; and (f) all conditions set forth in Article 9 of the Escrow AgreementReorganization Agreement have been satisfied or expressly waived in writing.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller each party to consummate the Closing Transactions are subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions: (a) Any applicable waiting period under (i) the HSR Act IMOS Shareholder Approval and (including any extension thereofii) relating to the transactions contemplated hereby ChipMOS Taiwan Shareholder Approval shall have expired or been terminated.obtained, in each case in accordance with Applicable Law; (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree Applicable Law shall prohibit the consummation of the Closing.Merger or the other Transactions, including any order of any Governmental Authority having competent jurisdiction that restrains, enjoins or otherwise prohibits consummation of the Merger or the other Transactions; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing ROC Approvals shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.obtained; (d) All actions by or in respect of or filings with any governmental bodythe Form F-4 and the Form F-6 shall have been declared effective under the 1933 Act and the Form 8-A shall have been declared effective under the 1934 Act, agency, official or authority required to permit and no stop order suspending the consummation effectiveness of the Closing shall have occurred Form F-4, the Form F-6 or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Form 8-A shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) Buyer and Seller the ChipMOS Taiwan ADSs to be issued in the Merger shall have received duly executed copies been approved for listing on the NASDAQ, subject to official notice of issuance, and the Escrow AgreementChipMOS Taiwan Shares underlying the ChipMOS Taiwan ADSs to be issued in the Merger shall have been admitted to trading on the TSEC (and such admission shall have become effective subject only to allotment); and (f) all Transaction Approvals shall have been taken, made or obtained or otherwise occurred.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of the following conditions: (a) Any the Company Stockholder Approval in accordance with Delaware Law shall have been obtained; (b) no Governmental Authority having jurisdiction over any party hereto shall have issued any Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Authority that prohibits or makes illegal or otherwise restrains the consummation of the Merger; (c) any applicable waiting period under the HSR Act (including any extension thereof) and ITAR relating to the transactions contemplated hereby Merger shall have expired or been terminated.terminated and any NISPOM requirements shall have been met; (bd) No provision (i) Parent or the Company shall have received a notification, in a form reasonably acceptable to each party, from CFIUS that it has either determined that (A) it lacks jurisdiction over the transactions contemplated by this Agreement or (B) it has concluded its review under Section 721 of any applicable law the Defense Production Act of 1950 and has determined not to conduct a full investigation and that there are no unresolved national security issues with respect to the transaction, or regulation and no judgment(ii) if a full investigation is deemed to be required by CFIUS, injunction, order or decree Parent and/or the Company shall prohibit have received notification that the United States government will not take action to prevent the consummation of the Closing. (c) No proceeding challenging transactions contemplated by this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licensesclause (i) or (ii), Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.“CFIUS Approval”); (e) Buyer and Seller (i) each of the FCC Consents shall have received duly executed copies been granted and shall be in full force and effect and (ii) there shall be an FCC Final Order in respect of each FCC Application, except in the case of clause (ii) where the lack of such FCC Final Order would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, unless such FCC Final Order has not been obtained due to the FCC’s issuance of an injunction prohibiting the transfer of the Escrow Agreementapplicable FCC License; and (f) (i) the Company shall have surrendered to the FCC its two Common Carrier Fixed Point-to-Point Microwave Service licenses, call sign WQEZ814 and WQEZ815, (ii) the Company shall have made an application to the FCC for two Private Operational Fixed Point-to-Point Microwave Service licenses to replace such surrendered Common Carrier Fixed Point-to-Point Microwave Service licenses, and (iii) no event shall have occurred that would result in the Company being unable to utilize the pending private carrier licenses pursuant to conditional authorization following the Effective Time.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller parties to consummate the Closing Transactions are subject to the satisfaction satisfaction, at or prior to the Closing Date, of each of the following conditions: (a) Any applicable waiting period under The shareholders of NRC shall have approved and adopted the HSR Act (including any extension thereof) relating Merger Agreement and the Merger pursuant to the transactions contemplated hereby requirements of NRC's articles of incorporation and by-laws and applicable law, all conditions to the Merger shall have expired or been terminatedfulfilled and the Merger shall have been consummated at the Effective Date. (b) No provision The consummation of the Merger and the Transactions shall not be restrained, enjoined or prohibited by any applicable law order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any Governmental Entity entered after the parties have used their reasonable best efforts to prevent such entry. There shall not have been any statute, rule or regulation and no judgmentenacted, injunction, order promulgated or decree shall prohibit deemed applicable to the Merger or the Transactions by any Governmental Entity that prevents the consummation of the ClosingMerger or the Transactions. (c) No proceeding challenging this Agreement or The governmental and other consents required to be obtained in connection with the transactions contemplated hereby or seeking to prohibitMerger and the Transactions, alteras set forth in Schedule 7.01, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator obtained or governmental body, agency or official and be pendingwaived. (d) All actions by or The Escrow Agreements in respect the form of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing Exhibit D1 and D2 hereto shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition executed and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receiveddelivered by all parties thereto. (e) Buyer and Seller The Shareholders Agreement in the form of Exhibit E hereto shall have received duly been executed copies of the Escrow Agreementand delivered by all parties thereto.

Conditions to the Obligations of Each Party. The obligations of each of the Acquiring Companies Company, Parent and Seller the Merger Subsidiaries to consummate the Closing Mergers are subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions: (a) Any this Agreement shall have been adopted by the stockholders of the Company in accordance with the DGCL; (b) any applicable waiting period (and any extensions thereof, including any agreements or commitments with any Governmental Authority regarding the timing of consummating the Mergers) under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Mergers shall have expired or been terminated.; (bc) No no provision of any applicable law or regulation enacted or deemed applicable to the Mergers by a Governmental Authority shall make consummation of the Mergers illegal and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Mergers; (d) All actions the Form S-4 shall have been declared effective by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation SEC under the Securities Act and no stop order suspending the effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Form S-4 shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) Buyer and Seller the shares of Parent Common Stock to be issued in the Mergers shall have received duly executed copies been approved for listing on the NYSE, subject to official notice of the Escrow Agreementissuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Effective Time of the following conditions: (a) Any applicable the Requisite Stockholder Approval shall have been obtained; (b) (i) any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or early termination thereof shall have been terminated. granted; (bii) approval of the Merger by the European Commission shall have been granted pursuant to the Council Regulation (EC) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation 139/2004 of the Closing.European Union, as amended; (iii) approval of the Merger by China’s Ministry of Commerce shall have been granted and/or deemed to have been granted by expiration of the applicable waiting period pursuant to the China Anti-Monopoly Law; and (iv) approval of the Merger by South Africa’s Competition Commission shall have been granted and/or deemed to have been granted by expiration of the applicable review period, or extension thereof, pursuant to the South African Competition Act, No. 89 of 1998; and (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing no Governmental Authority of competent jurisdiction shall have been instituted by enacted, issued, promulgated, enforced or entered any Person before any courtLaw or Order which is then in effect and has the effect of restraining, arbitrator enjoining, rendering illegal or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the otherwise prohibiting consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedMerger. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller Parties to consummate proceed with the Closing are subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) Any applicable waiting period under the HSR Act (including any extension thereofi) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall be in effect which has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated by this Agreement (each Party agreeing to use its commercially reasonable efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been instituted against either Seller or Buyer, or any of the Purchased Assets, seeking to restrain or prohibit the consummation of the Closing.transactions contemplated hereby; provided, that Seller and Buyer shall use their commercially reasonable efforts to have dismissed, settle or otherwise resolve such legal proceedings; (i) any waiting period applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) all Seller Governmental Approvals and Buyer Governmental Approvals shall have been filed, made and obtained, as the case may be, on terms and subject to conditions that would not reasonably be expected to have a Material Adverse Effect; provided, that a Party whose breach of its obligations under this Agreement caused a failure to so file, make or obtain such Seller Governmental Approvals or Buyer Governmental Approvals, as the case may be, shall be deemed to have waived this condition to the extent of such failure; and (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibitall consents, alter, prevent or materially delay the Closing waivers and approvals listed on Schedule 7.01(c) shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendingobtained. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under If required by the HSR Act (including any extension thereof) relating to the transactions contemplated hereby DGCL, this Agreement shall have expired or been terminated.adopted by the stockholders of the Company in accordance with the DGCL; (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall prohibit be in effect which has the effect of making the Merger or the Second Merger illegal or otherwise restraining or prohibiting the consummation of the Closing.Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall have used its reasonable efforts to prevent the entry of any such judgment, injunction, order or decree; (c) No proceeding challenging this Agreement All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity required to consummate the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay Merger and the Closing Second Merger shall have been instituted by any Person before any courtobtained or made, arbitrator except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or governmental bodymade would not, agency individually or official and in the aggregate, reasonably be pending.expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger); (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit No stop order suspending the consummation effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Registration Statement shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before the SEC; and (e) Buyer and Seller Merger Sub shall have received duly executed copies purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent’s and Merger Sub’s obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the Escrow Agreementconditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by Parent and the Company on or prior to the Effective Time of the following conditions: (a) Any the Stockholder Approvals shall have been obtained; (b) no Applicable Law shall be in effect which prohibits the Merger; (c) no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (i) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. , (bii) No provision of all filings, consents, approvals and authorizations legally required to be made or obtained with respect to any applicable law or regulation and no judgmentother Competition Law to consummate the Merger, injunction, order or decree shall prohibit the consummation including those identified on Section 9.01(d)(ii) of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibitCompany Disclosure Schedule, alter, prevent or materially delay the Closing shall have been instituted by obtained or any Person before any courtapplicable waiting period thereunder shall have expired or been terminated and (iii) all other filings, arbitrator or governmental bodyconsents, agency or official approvals and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority authorizations legally required to permit be made or obtained with or from any other Governmental Authority to consummate the consummation of the Closing Merger shall have occurred been made or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedobtained. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each party to consummate the Closing Merger are subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under If required by the HSR Act (including any extension thereof) relating to the transactions contemplated hereby DGCL, this Agreement shall have expired or been terminated.adopted by the stockholders of the Company in accordance with the DGCL; (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree of a Governmental Entity of competent jurisdiction shall prohibit be in effect which has the effect of making the Merger or the Second Merger illegal or otherwise restraining or prohibiting the consummation of the Closing.Merger or the Second Merger; provided, however, that prior to asserting this condition, subject to Section 6.10, each of the parties shall have used its reasonable efforts to prevent the entry of any such judgment, injunction, order or decree; (c) No proceeding challenging this Agreement All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity required to consummate the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay Merger and the Closing Second Merger shall have been instituted by any Person before any courtobtained or made, arbitrator except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or governmental bodymade would not, agency individually or official and in the aggregate, reasonably be pending.expected to have a Parent Material Adverse Effect (for purposes of this clause, after giving effect to the Merger); (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit No stop order suspending the consummation effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Registration Statement shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before the SEC; and (e) Buyer and Seller Merger Sub shall have received duly executed copies purchased or exchanged Shares pursuant to the Offer (provided that this shall not be a condition to Parent's and Merger Sub's obligations if Merger Sub shall have failed to purchase or exchange such Shares in violation of this Agreement, notwithstanding the satisfaction or waiver by Merger Sub of all of the Escrow Agreementconditions to the Offer set forth in Annex A attached).

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies and Seller each applicable Party to consummate the Closing Mergers are subject to the satisfaction as of the Effective Times of the following conditions, any or all of which may be waived, in whole or in part, by such Party to the extent permitted by applicable Law: (a) The Special Dividend shall have been paid in accordance with the Distribution Agreement and the Separation shall have been consummated in accordance with the Distribution Agreement; (b) If the Debt Exchange Amount is greater than zero, the Debt Exchange shall have been effected pursuant to Section 8.7; (c) All consents, approvals and authorizations of any Governmental Entity in the United States required for the consummation of the Transactions shall have been obtained and shall be in full force and effect at the Effective Times; (d) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Transactions shall have expired or been terminated.; (bi) The Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop Order or Actions initiated or threatened by the SEC seeking a stop Order; and (ii) the shares of Ultra Common Stock to be issued in the Distribution and the Mergers and such other shares to be reserved for issuance in connection with the Transactions shall have been approved for listing on the Stock Exchange, subject to official notice of issuance; (f) No provision Order issued by any Governmental Entity of any applicable law competent jurisdiction or regulation and no judgment, injunction, order other legal impediment preventing or decree shall prohibit making illegal the consummation of the Closing.Transactions shall be in effect; and (cg) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller Delta shall have received duly executed copies of the Escrow AgreementSpin-Off Tax Opinion from Delta Tax Counsel, which opinion shall not have been withdrawn or modified in any material respect.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Merger Sub and Seller Parent to consummate the Closing are Merger shall be subject to the satisfaction of the following conditions: (a) This Agreement, the Merger and the transactions contemplated hereby shall have been duly approved and adopted by the Requisite Company Vote. (b) Any applicable waiting period periods (and any extensions thereof, including any written commitment to an HSR Authority to defer or delay consummation of the Merger notwithstanding expiration of such waiting periods) under the HSR Act (including or any extension thereof) Foreign Antitrust Laws relating to the Merger and the transactions contemplated hereby by this Agreement shall have expired or been terminated. (bc) No provision of any applicable law or regulation Applicable Law and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Closing. (c) No proceeding challenging this Agreement Merger or the transactions contemplated hereby by this Agreement (the parties having used their respective best efforts (consistent with the provisions of this Agreement) to cause such Applicable Law to be satisfied (if such Applicable Law is capable of being satisfied) so as to cause such Applicable Law not to prohibit the Merger or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendingtransactions contemplated hereby). (d) All actions There shall not be pending any Action by any Governmental Authority challenging or in respect of seeking to restrain or filings with any governmental body, agency, official or authority required to permit prohibit the consummation of the Closing shall have occurred Merger or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case any of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy other transactions contemplated by this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Sellers and Seller Purchaser to consummate the Closing transactions contemplated hereby are subject to the satisfaction on or prior to the Closing Date of the following conditions:, except, to the extent permitted by applicable Law, that such conditions may be waived in writing pursuant to Section 9.06(b): (a) Any applicable no Order of a court or other Governmental Authority of competent jurisdiction shall be in effect and no Law shall have been enacted or promulgated by any Governmental Authority which has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting the consummation of the transactions contemplated hereby (each party agreeing to use its commercially reasonable efforts including appeals to higher courts, to have any such Order lifted); (b) (i) any waiting period applicable to consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated, and (including any extension thereofii) all registrations, filings, applications, notices, consents, approvals, orders, qualifications and waivers relating to this Agreement and the transactions contemplated hereby to be obtained from the Governmental Authorities listed in Section 3.02(c) of the Purchaser Disclosure Schedule, Section 4.02(c) of the Sellers Disclosure Schedule or Section 5.04(c) of the Company Disclosure Table of Contents Schedule and indicated therein as being a condition to the consummation of the transactions contemplated hereby shall have expired been filed, made or been terminated.obtained, as the case may be; and (bc) No provision there shall not be any pending Proceeding by a Governmental Authority, or any bona fide threat of any applicable law a Proceeding by a Governmental Authority, that seeks to enjoin or regulation and no judgment, injunction, order or decree shall prohibit otherwise prevent the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendinghereby. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of ------------------------------------------- the Acquiring Companies Company and Seller Acquiror to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any each of the Company Stockholder Approval and the Acquiror Stockholder Approval, if required, shall have been obtained; (b) the Acquiror Shares to be issued in the Merger shall have been authorized for listing on the NASDAQ National Market, subject to official notice of issuance; (i) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC and not concluded or withdrawn and (ii) all state securities or blue sky authorizations necessary to carry out the transactions contemplated hereby shall have been obtained and be in effect; (d) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been earlier terminated.; and (be) No provision no Governmental Entity of competent authority or jurisdiction shall have issued any applicable law order, injunction or regulation and no judgmentdecree, injunctionor taken any other action then in effect, order which restrains, enjoins or decree shall prohibit otherwise prohibits the consummation of the ClosingMerger. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction or (to the extent permitted by Applicable Law) waiver by Parent and the Company on or prior to the Effective Time of the following conditions: (a) Any the Stockholder Approvals shall have been obtained; (b) no Applicable Law shall be in effect which prohibits the Merger; (c) no restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall have taken effect after the date hereof and shall still be in effect; and (d) (i) any applicable waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. , (bii) No provision of all filings, consents, approvals and authorizations legally required to be made or obtained with respect to any applicable law or regulation and no judgmentother Competition Law to consummate the Merger, injunction, order or decree shall prohibit the consummation including those identified on Section 9.01(d)(ii) of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibitCompany Disclosure Schedule, alter, prevent or materially delay the Closing shall have been instituted by obtained or any Person before any courtapplicable waiting period thereunder shall have expired or been terminated and (iii) all other filings, arbitrator or governmental bodyconsents, agency or official approvals and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority authorizations legally required to permit be made or obtained with or from any other Governmental Authority to consummate the consummation of the Closing Merger shall have occurred been made or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedobtained. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations obligation of the Acquiring Companies and Seller each Party to consummate the Closing are Transaction and the other transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver in writing by each Party, at or prior to Closing, of the following conditions: (a) Any the Company Shareholder Approval shall have been obtained at the Scheme Meeting and the Company GM; (b) the Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any non-de minimis modification being acceptable to both Parties acting reasonably and in good faith) and a copy of the Court Order shall have been delivered to Registrar of Companies in Jersey; (c) no Governmental Authority having jurisdiction over any Party shall have issued any Order or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Transaction and no Applicable Law shall have been adopted that makes consummation of the Transaction illegal or otherwise prohibited; (d) the applicable waiting period (and any extension thereof, subject to Section 5.12) applicable to the Transaction under the HSR Act shall have expired or been terminated and all consents required under any other Antitrust Law and Foreign Investment Laws of the jurisdictions set forth on Section 6.01(d) of the Company Disclosure Schedule shall have been obtained or any applicable waiting period (including and any extension extensions thereof) relating to the transactions contemplated hereby thereunder shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, ; and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller The CFIUS Approval shall have received duly executed copies of the Escrow Agreementbeen obtained.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction satisfaction, or, to the extent permitted by applicable law, waiver by the party being benefited thereby, on or prior to the Closing Date of the following conditions: (a) Any Merger Sub (or Parent on Merger Sub’s behalf) shall have accepted for payment, purchased and paid for all Shares validly tendered pursuant to the Offer; (b) Unless the Merger is consummated pursuant to Section 253 of the DGCL as contemplated by Section 6.2 of this Agreement, the Merger shall have been approved and adopted by the requisite vote of the Company’s stockholders in accordance with applicable Legal Requirements and the Company’s Certificate of Incorporation; (c) no order, injunction or other decree or ruling of any Governmental Body of competent jurisdiction shall be in effect which has the effect of making the Merger illegal or otherwise restraining or prohibiting the consummation of the Merger; and (d) (i) any requisite waiting period applicable to consummation of the Merger under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby or Non-U.S. Antitrust Laws shall have expired or been terminated. terminated and (bii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the all approvals required under Non-U.S. Antitrust Laws before consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Merger shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendingobtained. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Maverick, ▇▇▇▇▇▇▇▇, Forward ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Seller ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiary to consummate the Closing Mergers are subject to the satisfaction (or, to the extent permitted by Law, waiver) of the following conditions: (a) Any this Agreement shall have been adopted by the stockholders of Maverick in accordance with the DGCL; (b) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Maverick Merger shall have expired or been terminated.; and (ii) any applicable waiting period, clearance or affirmative approval of any Governmental Authority or other condition set forth on Section 8.1 (b)(ii) of the Cavalier Disclosure Schedules has been obtained and any mandatory waiting period related thereto has expired; (bc) No no provision of any applicable law or regulation Law and no judgment, injunction, order or decree Order shall prohibit or enjoin the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Mergers; (d) All actions the Form S-4 shall have been declared effective by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation SEC under the Securities Act and no stop order suspending the effectiveness of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Form S-4 shall be obligated hereunder as though a Final Order had been received.in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (e) Buyer and Seller the shares of Cavalier Class A Common Stock to be issued in the Maverick Merger shall have received duly executed copies been approved for listing on the NYSE, subject to official notice of the Escrow Agreementissuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Buyer and Seller to consummate the Closing transactions contemplated hereby are subject to the satisfaction or waiver (if permissible under applicable Law) by Buyer or Seller, as appropriate, at or before the Closing Date, of each of the following conditions: (a) Any the Seller Stockholder Approval shall have been obtained; (b) no Order, stipulation or injunction by any Governmental Entity of competent jurisdiction shall be in effect which prevents, makes illegal, or limits the consummation of any of the transactions contemplated by this Agreement, and no action, suit or proceeding shall be pending by or before any Governmental Entity of competent jurisdiction seeking an Order, stipulation or injunction seeking to enjoin, restrain or otherwise prevent or prohibit the consummation of, or limit, any of the transactions contemplated by this Agreement; (c) no Law shall have been enacted, promulg ated or deemed applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of by any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Governmental Entity that prevents the consummation of such transactions or has the Closing. (c) No proceeding challenging this Agreement effect of making such consummation thereof illegal or otherwise prohibiting, restraining or enjoining the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.consummation of such transactions; (d) All actions by or in respect of or filings with all waiting periods under the HSR Act and any governmental body, agency, official or authority required to permit the consummation of the Closing other applicable Antitrust Laws (and any extensions thereof) shall have occurred been terminated or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.expired; and (e) Buyer and Seller the Escrow Agreement shall have received been duly executed copies of and delivered by the Escrow AgreementAgent.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Seller and Seller Purchaser to consummate the Closing are subject to the satisfaction of the following conditions: (a) Any any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated.; (b) No no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.transactions contemplated hereby; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing all Governmental Consents shall have been instituted by any Person before any obtained and be in effect, and be subject to no limitations, conditions, restrictions or 18 obligations, except for such consents the failure to obtain would not, and such limitations, conditions, restrictions or obligation as would not, individually or in the aggregate, be reasonably expected to have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; (d) no court, arbitrator or governmental bodyGovernmental Body shall have issued any order, agency and there shall not be any statute, rule or official and be pending. (d) All actions by regulation restraining or in respect of or filings with any governmental body, agency, official or authority required to permit prohibiting the consummation effective operation of the business of Purchaser or Seller after the Closing shall that would be reasonably expected to have occurred or been made, and, if applicable a Purchaser Material Adverse Effect (after giving effect to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.transactions contemplated hereby); (e) Buyer and Seller the FCC Consent shall have received duly executed copies become a Final Order and shall not contain any conditions with respect to Seller or Purchaser, which conditions would have a Seller Material Adverse Effect or Purchaser Material Adverse Effect; and (f) all conditions set forth in Article 9 of the Escrow AgreementReorganization Agreement have been satisfied or expressly waived in writing.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller parties to consummate the Closing Merger are subject to the satisfaction fulfillment at or prior to the Merger Effective Time of the following conditions: (a) Any applicable waiting period under this Agreement and the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.adopted and approved by the requisite vote of the stockholders of the Company in accordance with the DGCL; (b) No provision the principal terms of the Merger and the issuance of shares of Pyramid Delaware Common Stock in the Merger shall have been adopted and approved by the requisite vote of the shareholders of Pyramid in accordance with the CCC; (c) none of the parties hereto shall be subject to any applicable law or regulation and no judgmentlaw, order, injunction, order judgment or decree shall prohibit ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority of competent jurisdiction that prohibits the consummation of the Closing. (c) No proceeding challenging this Agreement Merger or makes the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay consummation of the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Merger illegal; (d) All actions by or in respect of or filings with any governmental bodythe Registration Statement shall be declared effective under the Securities Act, agency, official or authority required to permit and no stop order suspending the consummation effectiveness of the Closing Registration Statement shall have occurred or been made, and, if applicable to such actions or filings, issued by the SEC and no proceeding for that purpose shall have become Final Orders. In been initiated by the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals SEC and not concluded or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.withdrawn; (e) Buyer and Seller the issuance of the shares of Pyramid Delaware Common Stock to be issued as the Merger Consideration shall be exempt from registration, or shall have received duly executed copies of the Escrow Agreement.been appropriately registered or qualified, under applicable state securities laws;

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller Parties to consummate proceed with the Closing are subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) Any applicable waiting period under the HSR Act (including any extension thereofi) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall prohibit be in effect which has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Closing.transactions contemplated by this Agreement (each Party agreeing to use its reasonable best efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted) and (ii) no material legal proceedings shall have been instituted against Seller, the Companies or Buyer seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby; provided that, Seller and Buyer shall use their reasonable best efforts to have dismissed, settle or otherwise resolve such legal proceedings; (i) any waiting period applicable to consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and (ii) all Seller Governmental Approvals and Buyer Governmental Approvals shall have been filed, made or obtained, as the case may be; provided, however, that a Party whose breach of its obligations under this Agreement caused a failure to so file, make or obtain such Seller Governmental Approvals or Buyer Governmental Approvals, as the case may be, shall be deemed to have waived this condition to the extent of such failure; and (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibitall consents, alter, prevent or materially delay the Closing waivers and approvals listed on Schedule 7.01(c) shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendingobtained. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing are Merger shall be subject to the satisfaction or waiver by Parent, on or prior to the Closing Date, of each of the following conditions: (a) Any applicable waiting period under To the HSR Act (including any extension thereof) relating to extent required by Applicable Law, this Agreement, the transactions contemplated hereby Merger and the Transactions shall have expired or been terminatedapproved and adopted by the Company Shareholders in the manner required by any Applicable Law and in accordance with the requirements of NASDAQ and the Company’s Articles of Incorporation and Bylaws (the “Company Shareholder Approval”). (b) No provision of any applicable law Applicable Law (including, without limitation, Section(s) 607.0901 and/or 607.0902 of the FBCA and/or any other “fair price,” “moratorium,” “control share acquisition,” or other anti-takeover statute or regulation of any Governmental Authority of competent jurisdiction) and no judgment, injunction, order or decree of any Governmental Authority of competent jurisdiction shall prohibit or enjoin the consummation of the ClosingMerger or the Transactions. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Merger Sub shall have been instituted by any Person before any courtpreviously purchased and accepted for payment, arbitrator or governmental bodycaused to be accepted for payment, agency or official all shares of Company Common Stock validly tendered and be pendingnot withdrawn pursuant to the Offer. (d) All actions by No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or in respect of entered any Applicable Law making illegal, enjoining or filings with any governmental body, agency, official or authority required to permit otherwise prohibiting the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In Merger substantially in accordance with the case terms of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The Unless these conditions are waived in writing by the parties, the obligations of each party to effect the Acquiring Companies and Seller to consummate the Closing are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under the HSR Act (including No preliminary or permanent injunction or other order, decree or ruling issued by a governmental authority, nor any extension thereof) relating to statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated hereby shall have expired by this Agreement illegal or been terminated.otherwise prevent the consummation of the transactions contemplated by this Agreement; (b) No provision All waivers, consents, approvals and actions or non-actions of any applicable law governmental authority and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or regulation and no judgmentsuspended, injunctionexcept for such failures to obtain such waiver, order consent, approval or decree shall prohibit action which would not be reasonably likely (i) to prevent the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking (ii) to prohibithave a material adverse effect on either party; (c) Each party shall have performed or complied, alterin all material respects, prevent with each obligation, agreement and covenant to be performed or materially delay complied with by it hereunder at or prior to the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.Date; and (d) All actions by or The representations and warranties of each party in respect this Agreement shall be true and correct on the date of or filings with any governmental body, agency, official or authority required to permit the consummation of this Agreement and on the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedDate. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing Merger are subject to the satisfaction of the following conditions: (a) Any the Court Approval shall have been obtained and a certified copy thereof shall have been filed with the Companies Registrar; (b) (i) no Applicable Law of any jurisdiction in which either Parent or the Company has material business or operations, shall prohibit or enjoin the consummation of the Merger, and (ii) there shall not have been instituted or pending any action or proceeding by any Governmental Authority challenging or seeking to make illegal, to delay materially or otherwise to restrain or prohibit the consummation of the Merger or seeking to obtain material damages with respect to the Merger; A-40 (c) (i) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated. , and (bii) No provision of any applicable law all approvals, consents, actions, notices and filings that are required to have been obtained, taken or regulation and no judgment, injunction, order or decree shall prohibit made under Foreign Antitrust Laws to consummate the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Merger shall have been instituted by any Person before any courtobtained, arbitrator taken or governmental body, agency or official and be pending.made; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of Investment Center Approval and the Closing OCS Approval shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.obtained; (e) Buyer and Seller if Section 7.06 applies, the Registration Statement shall have received duly executed copies been declared effective by the SEC and no stop order suspending the effectiveness of the Escrow AgreementRegistration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; and (f) the shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on NASDAQ, subject to official notice of issuance.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Company, Parent and Seller Merger Subsidiary to consummate the Closing are Merger shall be subject to the satisfaction or written waiver at or prior to the Closing Date of the following conditions: (a) Any the Company Stockholder Approval in accordance with Applicable Laws and rules and policies of The NASDAQ Stock Market shall have been obtained; (b) no Governmental Authority having jurisdiction over any party hereto shall have issued, enacted, promulgated, enforced or entered any order, executive order, stay, decree, judgment, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; (c) no Applicable Law shall have been adopted that makes consummation of the Merger or the other transactions contemplated by this Agreement illegal or otherwise prohibited; (d) other than the filing of the certificate of merger, all authorization, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Authority in connection with the Merger or the consummation of the other transactions contemplated by this Agreement, the failure of which would reasonably be expected to have a Material Adverse Effect or a Parent Material Adverse Effect, shall have been filed, been obtained or occurred on terms and conditions which would not reasonably be expected to have a Material Adverse Effect or a Parent Material Adverse Effect; (e) any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Merger shall have expired or been terminated.; and (bf) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit suspending the consummation use of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Proxy Statement shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official issued and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing no proceeding for that purpose shall have occurred been initiated or been made, and, if applicable to such actions threatened in writing by the SEC or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedits staff. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Seller and Seller the Buyer to consummate close the transactions contemplated hereby on the Closing Date are subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No no provision of any applicable law or regulation and no judgment, injunctionorder, order decree or decree injunction shall prohibit or restrain the consummation completion of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby hereby; provided, however, that the Seller and the Buyer shall each use its reasonable best efforts to have any such judgment, order, decree or seeking injunction vacated; and (i) the Ordinary Shares represented by the American Depositary Shares shall be admitted to prohibit, alter, prevent or materially delay the Closing official list of the London Stock Exchange and such listing shall have become effective; (ii) the Buyer shall have received a valuation report on the non-cash consideration for the issuance of Ordinary Shares as required by Section 103 of the Companies Act ▇▇▇▇; (▇ii) any registration statement required to be filed with the SEC by the depositary for the American Depositary Shares shall have been instituted so filed and shall have been declared effective by any Person before any court, arbitrator the SEC and the effectiveness of the registration statement shall not have been revoked and no stop orders with respect to the registration statement shall have been issued or governmental body, agency or official threatened by the SEC; and be pending. (div) All actions by or in respect of or filings with any governmental body, agency, official or authority all procedures under the depositary agreement relating to the American Depositary Shares required to permit be completed in order to consummate the consummation of the Closing transactions provided for herein shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedso completed. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, the Purchaser, Merger Subsidiary and Seller the Sellers to consummate the Closing Merger are subject to the satisfaction of the following conditions:conditions (any of which may be waived by consent of all of the parties in whole or in part): (a) Any applicable this Agreement and the Merger have been approved by the requisite vote or consent of the stockholders of the Company and Merger Subsidiary in accordance with Delaware Law, and by the members of the Purchaser in accordance with the laws of the State of Utah, and such approvals shall remain in full force and effect; (b) this Agreement and the Merger have been approved by the board of directors of each of the Company and Merger Subsidiary, and such approvals shall remain in full force and effect; (c) subject to the terms and provisions herein provided, all consents, orders, and approvals required of all Governmental Bodies for the consummation of the Contemplated Transactions shall have been obtained and be in effect at the Effective Time, other than non-material consents, orders or approvals, and the waiting period periods under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Act, if applicable, shall have expired or been terminated.; (bd) No no provision of any applicable domestic law or regulation and no judgment, injunction, order or decree of a court of competent jurisdiction shall restrain or prohibit the consummation of the Closing.Merger; (ce) No proceeding challenging there shall be no Proceeding pending to enjoin, restrain, prohibit or obtain substantial damages in respect of, related to, or arising out of this Agreement or the transactions contemplated hereby or seeking to prohibitconsummation of the Contemplated Transactions; provided, alterhowever, prevent or materially delay that this Section 6.01(e) shall not encompass any Proceeding described in Section 7.01(e), and in such event, the Closing terms of Section 7.01(e) shall control and this Section 6.01(e) shall not apply; and (f) All comments on the Information Statement received from the SEC shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official resolved and be pending. (d) All actions by or in respect no stop order suspending the use of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party Information Statement shall be obligated hereunder as though a Final Order had been receivedin effect and no proceedings for such purpose shall be pending before the SEC. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The Unless these conditions are waived in writing by the parties, the obligations of each of Seller, the Acquiring Companies Shareholder, and Seller CIBER to consummate effect the Closing are transactions contemplated by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Date of the following conditions: (a) Any applicable waiting period under the HSR Act (including no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any extension thereof) relating to statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated hereby by this Agreement, including the holding, directly or indirectly, by CIBER of any of the Assets of Seller, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement; (b) any applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been earlier terminated. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing.; and (c) No proceeding challenging subject to Section 6.13, all waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) to prevent the consummation of the transactions contemplated hereby or seeking (y) to prohibit, alter, prevent have a Seller Material Adverse Effect or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendinga CIBER Material Adverse Effect. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent, Merger Sub 1 and Seller Merger Sub 2 to consummate the Closing Mergers are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by each such party; provided that the condition set forth in ‎Section 9.01(a) shall not be waivable) of the following conditions: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby Company Stockholder Approval shall have expired or been terminated.obtained in accordance with all Applicable Law; (b) No provision of any applicable law no Applicable Law or regulation and no judgment, injunction, order Order preventing or decree shall prohibit making illegal the consummation of the Closing.Mergers or any of the other Transactions shall be in effect, and no litigation or similar legal action by any Governmental Authority (in any jurisdiction in which Parent, the Company or any of their respective Subsidiaries conducts material operations) seeking to prohibit or restrain the Mergers shall be pending; (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing Registration Statement shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending.; and (d) All actions by or the shares of Parent Common Stock to be issued in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing Parent Share Issuance shall have occurred or been madeapproved for listing on the Parent Stock Exchange, and, if applicable subject to such actions or filings, shall have become Final Orders. In the case official notice of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedissuance. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller each Party to consummate the Closing Mergers are subject to the satisfaction at or before the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each of the Parties intended to benefit therefrom, to the extent permitted by applicable Law: (aA) Any applicable waiting period under the HSR Act (including any extension thereof) relating to this Agreement and the transactions contemplated hereby shall have expired or been terminated.approved in the manner required by applicable Law by the holders of the NACT Stock; (bB) No provision the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any applicable law or regulation and no judgment, injunction, stop order or decree proceedings seeking a stop order, and Holdco shall prohibit have received all state securities or "blue sky" authorizations necessary to issue the Holdco Stock issuable pursuant and to this Agreement; (C) no Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Law or Order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Mergers illegal or otherwise prohibiting consummation of the Closing.Mergers; (cD) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All all actions by or in respect of or filings with any governmental body, agency, official or authority Governmental Authority required to permit the consummation of the Closing Mergers shall have occurred or been madeobtained, and, if applicable other than the filing of the requisite Certificate of Merger with the Secretary of State of the State of Delaware; (E) the shares of Holdco Stock issuable pursuant to such actions or filings, this Agreement shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received.approved for listing on NASDAQ; and (eF) Buyer and Seller the GST Stock Purchase shall have received duly executed copies of the Escrow Agreementbeen consummated.

Conditions to the Obligations of Each Party. The respective obligations of the Acquiring Companies Buyer and Seller to consummate the Closing transactions contemplated hereby are subject to the satisfaction or waiver (if permissible under applicable Law) by Buyer or Seller, as appropriate, at or before the Closing Date, of each of the following conditions: : (a) Any the Seller Stockholder Approval shall have been obtained; (b) no Order, stipulation or injunction by any Governmental Entity of competent jurisdiction shall be in effect which prevents, makes illegal, or limits the consummation of any of the transactions contemplated by this Agreement, and no action, suit or proceeding shall be pending by or before any Governmental Entity of competent jurisdiction seeking an Order, stipulation or injunction seeking to enjoin, restrain or otherwise prevent or prohibit the consummation of, or limit, any of the transactions contemplated by this Agreement; (c) no Law shall have been enacted, promulgated or deemed applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of by any applicable law or regulation and no judgment, injunction, order or decree shall prohibit Governmental Entity that prevents the consummation of such transactions or has the Closing. effect of making such consummation thereof illegal or otherwise prohibiting, restraining or enjoining the consummation of such transactions; (cd) No proceeding challenging this Agreement or all waiting periods under the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing HSR Act and any other applicable Antitrust Laws (and any extensions thereof) shall have been instituted by any Person before any court, arbitrator terminated or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition expired; and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller the Escrow Agreement shall have received been duly executed copies of and delivered by the Escrow AgreementAgent.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, Parent and Seller Merger Sub to consummate the Closing Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver) of the following conditions: (a) Any the Company Stockholder Approval shall have been obtained; (b) the Parent Shareholder Approval shall have been obtained; (c) no Order shall have been issued by any court or other Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Merger, and no Applicable Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Authority that remains in effect and prohibits or makes illegal consummation of the Merger; (d) the Subscription Agreements shall be in full force and effect; (e) cash proceeds of not less than the Concurrent Investment Amount in aggregate shall have been received by Parent, or shall be received by Parent, (i) prior to or substantially simultaneously with the Closing, in connection with the consummation of the transactions contemplated by the Concurrent Investment Agreements (provided that, for purposes of determining whether this condition has been satisfied, amounts available under debt financing agreements that are committed and binding (other than conditions relating to the Closing, if any) but not yet drawn down as at the Closing shall be counted towards the Concurrent Investment Amount, so long as such amounts are available to be drawn by Parent) and (ii) pursuant to the UK Offerings; (f) the Form F-4 and, if applicable, the Form F-6 shall have been declared effective, no stop order suspending the effectiveness of the Form F-4 or, if applicable, the Form F-6 shall be in effect and no proceedings for such purpose shall be pending before the SEC; (g) the Parent Circular, including any supplement or amendment thereto, shall have been made available to the shareholders of Parent in accordance with the Parent Organizational Documents; (h) (i) the Parent ADSs (and the Parent Ordinary Shares represented thereby) to be issued in the Parent ADS Issuance shall have been approved for listing on Nasdaq, subject to official notice of issuance, and (ii) an application shall have been made for admission of the Parent Consideration Shares to trading on AIM following Closing; and (i) any applicable waiting period under the HSR Act (including any extension thereof) or other Consent under the Foreign Antitrust Laws of the jurisdictions set forth on Section 8.01(i) of the Company Disclosure Schedule relating to the transactions contemplated hereby by this Agreement shall have expired expired, been terminated or been terminatedobtained, as applicable. (b) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller Parties to consummate proceed with the Closing are subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived in writing, in whole or in part, as to a Party by such Party: (a) Any applicable waiting period under the HSR Act (including any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no permanent judgment, injunction, order or decree of a court or other Governmental Authority of competent jurisdiction shall prohibit be in effect which has the effect of making the transactions contemplated by this Agreement and the Purchase and Sale Agreement illegal or otherwise restraining or prohibiting the consummation of the Closing.transactions contemplated by this Agreement and the Purchase and Sale Agreement (each Party agreeing to use its reasonable commercial efforts, including appeals to higher courts, to have any judgment, injunction, order or decree lifted); (b) since the Execution Date, no Material Adverse Effect shall have occurred and be continuing with respect to the Facility; (c) No proceeding challenging all required waiting periods applicable to this Agreement or and the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay under the Closing HSR Act shall have expired or been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending.terminated; (d) All actions the transactions contemplated by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing Purchase and Sale Agreement shall have occurred or been made, closed; and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller neither Party shall have received duly executed copies of the Escrow Agreementexercised any termination right such Party is entitled to exercise and this Agreement shall not have terminated pursuant to Section 7.01.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies and Seller each Party to consummate and effect the Closing Transactions are subject to the satisfaction (or, if permitted by applicable Law or the terms of this Agreement, written waiver in whole or in part by the Parties), at or prior to the Closing, of each of the following conditions: (a) Any applicable the waiting period under the HSR Act (including any extension thereof) relating competition or Antitrust Laws applicable to the transactions contemplated hereby Transactions shall have expired or been terminated., and any applicable approvals or authorizations under such Laws shall have been received; (b) No provision authorizations, consents, Governmental Orders, or waivers which are necessary to consummate the Transactions shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (such approvals and the expiration of such waiting periods being referred to herein as the “Requisite Regulatory Approvals”); (c) no applicable Law shall have been enacted, issued, entered into, enforced or promulgated by any applicable law Governmental Authority and remain in effect that makes consummation of the Transactions illegal or regulation otherwise prohibits consummation of the Transactions, and no judgmentGovernmental Order (whether temporary, injunctionpreliminary, order or decree shall prohibit permanent) will have been issued, enacted, promulgated, entered into or enforced by any Governmental Authority and be in effect precluding, restraining, restricting, enjoining or prohibiting the consummation of the ClosingTransactions. (c) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pending. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been received. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.

Conditions to the Obligations of Each Party. The obligations of the Acquiring Companies Company, the Seller Trusts, GWG and Seller GWG Life to consummate consummate, or cause to be consummated, the Closing transactions contemplated hereby, are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) Any applicable Immediately prior to the Initial Transfer: (i) There shall not be in force any Governmental Order or Law enjoining or prohibiting the consummation of the other transactions contemplated hereby. (ii) The HSR waiting period under the HSR Act (including and any extension thereof) relating to the transactions contemplated hereby shall have expired or been terminated. (iii) There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby. (iv) The GWG Stockholder Approval shall have been obtained. (b) No provision of Immediately prior to the Final Closing: (i) The Initial Transfer shall have occurred. (ii) There shall not be in force any applicable law Governmental Order or regulation and no judgment, injunction, order Law enjoining or decree shall prohibit prohibiting the consummation of the Closingother transactions contemplated hereby. (ciii) No proceeding challenging this Agreement or There shall not have been commenced any Action against any of the parties relating to the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental body, agency or official and be pendinghereby. (div) All actions The waiting period under Rule 14c-2(b) for taking action by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing written consent shall have occurred or been made, and, if applicable to such actions or filings, shall have become Final Orders. In the case of the required FCC approvals of the assignment of the FCC microwave licenses, Buyer shall deem either initial FCC approvals or special temporary authority to satisfy this condition and in such case, upon receipt of either the initial FCC approvals or special temporary authority, each party shall be obligated hereunder as though a Final Order had been receivedexpired. (e) Buyer and Seller shall have received duly executed copies of the Escrow Agreement.”