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

Conditions to the Obligations of Each Party. The obligation of each party hereto to consummate the 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) 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(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is Mergers are subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, by the Company and Parent at or prior to Closing, the Closing of the following conditions: (a) the Stockholder Approval Company shall have been obtained at the Stockholder MeetingCompany Shareholder Approval; (b) the shares of Parent Common Stock to be issued in connection with the Mergers shall have been approved for listing on NASDAQ, 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) any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Mergers shall have expired or early termination thereof shall have been granted and any authorization or consent from a Governmental Authority required to be obtained with respect to the Mergers under any Antitrust Law as set forth in Section 6.1(d) of the Parent Disclosure Letter shall have been obtained and shall remain in full force and effect; (e) the authorization or consent of the applicable Governmental Authorities in respect of the Permits set forth in Section 6.1(e) of the Parent Disclosure Letter (the “Additional Approvals”) shall have been obtained and shall remain in full force and effect; and (f) no Governmental Authority of competent jurisdiction shall have issued or entered any Order after the United States date of this Agreement, and no Law shall have been enacted or promulgated after the date of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedulethis Agreement, in each case of competent jurisdiction over any party heretocase, shall have issued any Order that is in effect (whether temporary, preliminary temporary or permanent) restraining, is then in effect and has the effect of enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law of the United States Mergers (any such Order or of the Localities set forth on Part 7.01(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCCLaw, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the a “Communications ConsentsRestraint”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired).

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, SpinCo, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, by Parent and the Company) of the following conditions: (a) the Stockholder Approval Internal Reorganization, the Direct Sale and the Distribution shall have been obtained at consummated in all material respects in accordance with the Stockholder MeetingSeparation Agreement; (b) no Governmental Authority of each Registration Statement, to the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party heretoextent required, shall have issued any Order that is in effect (whether temporarybeen declared effective by the SEC under the 1933 Act or have become effective under the 1934 Act, preliminary or permanent) restrainingas applicable, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law stop order suspending the effectiveness of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule either Registration Statement shall have been adopted that makes consummation of issued by the Merger illegal SEC and no litigation, suit, proceeding or otherwise prohibitedaction for such purpose shall be pending before the SEC; (c) the waiting period (and any extension thereof) applicable shares of Parent Common Stock to be issued in the Merger under the HSR Act shall have expired or been terminatedapproved for listing on the New York Stock Exchange, subject to official notice of issuance; (d) the CFIUS Parent Stockholder Approval shall have been obtained; (e) [INTENTIONALLY OMITTED]any applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated; (f) all material actions by, consents from or approvals of, or in respect of or filings with any Governmental Authority required to permit the FCCconsummation of the Closing shall have been taken, PUCmade or obtained, and Localities including the governmental authorizations set forth on Part 7.01(fin Section 9.01(f) of the Company SpinCo Disclosure Schedule Schedule, and shall be in full force and effect; and (the “Communications Consents”g) no court of competent jurisdiction or other Governmental Authority shall have been obtainedenacted or issued any Applicable Law that is still in effect restraining, shall not be subject to agency reconsideration enjoining or judicial reviewprohibiting the Internal Reorganization, and the time for any Person to petition for agency reconsideration Direct Sale, the Distribution or judicial review shall have expiredthe Merger.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company and the Investors to consummate the Merger is Investment and the other transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Company Stockholder Approval Approvals shall have been obtained at in accordance with the Stockholder MeetingInvestment Advisers Act, the Investment Company Act, the NYSE Rules and, if required by Maryland Law, Maryland Law; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, Applicable Law shall have issued any Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting prohibit the consummation of the Merger Investment and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedother transactions contemplated hereby; (c) (i) 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 waiting period consummation of the Investment, seeking to obtain material damages or otherwise directly or indirectly relating to the transactions in connection with the Investment or the other transactions contemplated by this Agreement, and (and ii) there shall not have been any extension thereof) action taken, or any Applicable Law enacted, enforced, promulgated, issued or deemed applicable to the Merger under Investment, by any Governmental Authority, that, in the HSR Act shall have expired reasonable judgment of Saratoga and the Company, is likely, directly or been terminatedindirectly, to result in any of the consequences referred to in clause (i) above; (d) the CFIUS Approval Company or a Subsidiary of the Company shall have entered into the Replacement Facility with the Replacement Lender, effective as of the Closing, all conditions to borrowing under the Replacement Facility shall have been obtained;satisfied, and the Company or a Subsidiary of the Company shall have the right, at or immediately following the Closing, to immediately draw down under the Replacement Facility an amount of cash at least equal to (i) the remaining portion of the Loan Repayment after applying the aggregate proceeds received in connection with the Investment, plus (ii) all fees and expenses accrued or payable by the Company as of the Closing or immediately thereafter with respect to the transactions contemplated by this Agreement and the Replacement Facility (in accordance with the terms set forth in such document), and all commercially reasonable steps required to make the Loan Repayment shall have been taken; and (e) [INTENTIONALLY OMITTED] (f) consents from all actions by or in respect of, or filings with, any Governmental Authority, required to permit the FCC, PUC, and Localities set forth on Part 7.01(f) consummation of the Company Disclosure Schedule (Investment and the “Communications Consents”) other transactions contemplated hereby, shall have been taken, made or obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, waiver) of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule Parent Stockholder Approval shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedobtained; (c) no injunction or other Order shall have been issued by any court or other Governmental Authority of competent jurisdiction and remain in effect that enjoins, prevents or prohibits the consummation of the Merger; (d) the Registration Statement shall have been declared effective, no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; (e) the shares of Parent Common Stock to be issued in the Parent Share Issuance and the New CVRs to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance; and (f) any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, terminated and Localities any applicable waiting period or other Consent under each Foreign Antitrust Law set forth on Part 7.01(fSection 9.01(f) of the Company Disclosure Schedule (relating to the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review transactions contemplated by this Agreement shall have expired, been terminated or obtained, as applicable.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Lawpermissible, waiver of, at or prior to Closing, waiver) of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is Applicable Law currently in effect (whether temporaryor adopted subsequent to the date hereof and prior to the Effective Time shall prohibit, preliminary make illegal or permanent) restraining, enjoining or otherwise prohibiting enjoin the consummation of the Merger and no Applicable Law of in a manner that would have or would reasonably be likely to have, individually or in the United States or of the Localities set forth aggregate, a Material Adverse Effect on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedParent; (c) the waiting period (and any extension thereof) applicable 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 relating to the Merger shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED]; and (f) consents from the FCCsuch authorizations, PUCconsents, and Localities orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, Governmental Authority as set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”10.01(f) shall have been obtained, shall not made or occurred to the extent that any failure to obtain such authorizations, consents, orders, declarations or approvals of, or to make filings with, or to have terminations or expirations of waiting periods occur that would have or would reasonably be subject likely to agency reconsideration have, individually or judicial reviewin the aggregate, and a Material Adverse Effect on the time for any Person to petition for agency reconsideration Company or judicial review shall have expiredParent.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, waiver) of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule Parent Stockholder Approval shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedobtained; (c) the Financing shall have been obtained; (d) any applicable waiting period (and any extension thereof) applicable to the Merger or periods under the HSR Act shall have expired or been terminated; (d) terminated without the CFIUS Approval shall have been obtainedimposition of a Regulatory Adverse Effect; (e) [INTENTIONALLY OMITTED]no Order issued by any Governmental Authorities or other legal restraint or prohibition preventing the consummation of the Merger or any of the other Transactions shall be in effect, and no Applicable Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority or otherwise be in effect that prohibits or makes illegal consummation of the Merger or any of the other Transactions; (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) Registration Statement shall have been obtained, declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall not be in effect; (g) the shares of Parent Common Stock to be issued in the Parent Share Issuance shall have been approved for listing on NASDAQ subject to agency reconsideration or judicial review, and official notice of issuance; and (h) the time for any Person to petition for agency reconsideration or judicial review Parent Charter Amendment shall have expiredbeen filed with the Secretary of State of the State of Delaware and shall have become effective.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the all applicable waiting period periods (and any extension extensions thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities all consents, approvals, authorizations, clearances, non-actions or investigation closures or conclusions under the Antitrust Laws of the jurisdictions set forth on Part 7.01(fin Section 9.01(b) of the Company Disclosure Schedule (the “Communications Consents”) shall have been made, obtained or taken, and any applicable waiting periods or periods to apply for a review of any decision thereunder shall have expired or been terminated; provided that no such waiting period or review period shall have terminated or expired, and no such approval shall have been obtained, shall not be subject to agency reconsideration or judicial reviewconditioned upon the imposition of a Burdensome Condition, and other than the time for Agreed Actions; and (c) no provision of any Person to petition for agency reconsideration Applicable Law shall enjoin, prohibit or judicial review shall have expiredotherwise make illegal the consummation of the Merger.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent, Merger Sub I and Merger Sub II to consummate the Merger is Mergers are subject to the satisfaction or, to (or written waiver by Parent and the extent permitted by Applicable Law, waiver of, at or prior to Closing, Company) of the following conditions: (a) the The Company Stockholder Approval shall have been obtained at in accordance with the Stockholder Meeting;DGCL. (b) no No Order or Applicable Law shall have been issued, entered, enforced, promulgated or enacted by any Governmental Authority of the United States or of the Localities competent jurisdiction in any jurisdiction set forth on Part 7.01(f‎Section 9.01(b) of the Company Disclosure ScheduleSchedules that has the effect of preventing, in each case of competent jurisdiction over any party heretoimpairing, shall have issued any Order that is in effect (whether temporaryprohibiting, preliminary rendering illegal or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger Mergers and no Applicable Law of shall still be in effect (a “Legal Restraint”). (c) (i) Any applicable waiting period under the United States HSR Act relating to the Mergers (or of extensions thereof) shall have expired or been terminated and any time period under any timing agreement that the Localities parties may have entered into with any Governmental Authority in accordance with the terms hereof shall have expired, lapsed, or been waived and (ii) any other Required Regulatory Approval set forth on Part 7.01(f‎Section 9.01(c) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal made, obtained or otherwise prohibited; received and shall remain in full force and effect (c) or, as applicable, the waiting period (and any extension thereof) applicable to the Merger periods with respect thereto under the HSR Act Applicable Law shall have expired or been terminated;). (d) the CFIUS Approval The Registration Statement shall have been obtained;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) [INTENTIONALLY OMITTED] (f) consents from The Parent Common Shares to be issued in the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) Mergers shall have been obtained, shall not be subject to agency reconsideration or judicial review, and approved for listing on the time for any Person to petition for agency reconsideration or judicial review shall have expiredNASDAQ.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Acquiror to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities other applicable Antitrust Laws set forth on Part 7.01(fSection 9.1(b) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration terminated or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired, and all consents, approvals, permits, authorizations and waiting periods under all Antitrust Laws set forth in Section 9.1(b) of the Company Disclosure Schedule, and all consents, approvals, permits, authorizations and waiting periods or waiting periods of Governmental Entities set forth in Section 9.1(b) of the Company Disclosure Schedule to the Merger, shall have been obtained or expired, as the case may be; and (c) no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court or agency of competent jurisdiction located in the United States or in another jurisdiction outside of the United States in which the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, engage in business activities that prohibits the consummation of the Merger shall have been issued and remain in effect, and no Law shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the Merger or any of the other material transactions contemplated by this Agreement.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, or waiver by each party (to the extent permitted by Applicable Law, waiver of, at or prior to Closing, ) of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, Applicable Law shall have issued any Order that is be in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting which prohibits the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedMerger; (c) the (i) any applicable waiting period (and any extension or extensions thereof) applicable to the Merger under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated; terminated and (dii) the CFIUS Approval applicable waiting period under the Dutch Competition Act (Mededingingswet) of 22 May 1997, as amended, relating to the transactions contemplated by this Agreement shall have expired or an approval of the Dutch Competition Authority (Nederlandse Mededingingsautoriteit) allowing the parties to complete the Merger shall have been obtained; (d) all other consents and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for (i) filings to be made after the Effective Time and (ii) any such consent, approval, filing or registration the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect; (e) [INTENTIONALLY OMITTED]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 the SEC; and (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) shares of Parent Stock to be issued in the Company Disclosure Schedule (the “Communications Consents”) Merger shall have been obtainedapproved for listing on the New York Stock Exchange, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredofficial notice of issuance.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at on or prior to Closing, the Closing Date of the following conditions: (a) (i) The Company shall have obtained the Company Stockholder Approval and (ii) Parent shall have been obtained at the Parent Stockholder MeetingApproval; (b) All consents, approvals, orders or authorizations from, and all material declarations, filings and registrations with, any Governmental Entity, required to consummate the Merger and the other transactions contemplated by this Agreement shall have been obtained or made, except for such consents, approvals, orders, authorizations, material declarations, filings and registrations, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent (for purposes of this clause, after giving effect to the Merger); (c) The Registration Statement shall have been declared effective under the Securities Act and no Governmental Authority stop order suspending the effectiveness of the United States Registration Statement shall be in effect and no proceedings for such purpose shall be pending before the SEC; (d) The Share Issuance shall have been registered or qualified under the securities or blue sky Laws of the Localities set forth on Part 7.01(fany jurisdiction where such registration or qualification is required, pursuant to Section 5.04(a) of and Section 5.08(a); (e) MedCap Capital Partners L.P. and MedCap Master Fund L.P. shall have entered into voting agreements with Parent and the Company Disclosure Schedulein substantially the form attached hereto as Exhibit B and Exhibit C, respectively; and (f) There shall not be pending any suit, action or proceeding by any Governmental Entity in each case any court 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 seeking to prohibit the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth any other transaction contemplated by this Agreement or that would otherwise cause a Material Adverse Effect on Part 7.01(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredParent.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, or waiver of, at or prior to Closing, in writing (where permissible) of the following conditions: (a) the The Company Stockholder Approval shall have been obtained at by the Stockholder Meeting;Company. (b) no (i) Any applicable waiting period (and any extension thereof) under the HSR Act required for the consummation of the Merger shall have expired or been terminated and (ii) any waiting period under any antitrust or competition Laws of any other applicable jurisdiction required for the consummation of the Merger shall have expired or been terminated and all other foreign antitrust and competition approvals required to consummate the Merger shall have been obtained (collectively, the “Foreign Antitrust Laws and Approvals”), but only if, in the case of Foreign Antitrust Laws and Approvals, such Foreign Antitrust Laws and Approvals (A) if not expired, terminated or obtained would have a material suspensory effect, (B) if not obtained would reasonably be expected to result in material limitations on the ownership or operation by Parent of the assets of Parent, its Subsidiaries or the Surviving Corporation or (C) if not obtained, would subject Parent or Purchaser to the payment of a material fine or penalty. (c) No Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued enacted, issued, promulgated, enforced or entered any Order that is in effect Law, injunction, order, decree or ruling (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting which is then in effect and has the consummation effect of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes making consummation of the Merger illegal or otherwise prohibited; (c) prohibiting the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) consummation of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredMerger.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is Mergers are subject to the satisfaction or, or (to the extent permitted not prohibited by Applicable Law) waiver by the Company, waiver ofParent, Merger Sub I and Merger Sub II at or prior to Closing, the First Effective Time of the following conditions: (a) the Requisite 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(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (ei) [INTENTIONALLY OMITTED] any waiting period (for any extension thereof) consents from applicable to the FCC, PUCconsummation of the Mergers under the HSR Act, and Localities any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date or event, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws or Foreign Investment Laws of the jurisdictions set forth on Part 7.01(fSection 6.3(a) of the Company Disclosure Schedule Letter shall have expired, been terminated or been obtained; (the “Communications Consents”c) no (i) Law or Order shall have been obtainedissued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall not have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to agency reconsideration or judicial reviewofficial notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remain in effect, and the time no proceedings for any Person to petition for agency reconsideration or judicial review that purpose shall have expiredbeen initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company and Buyer to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) this Agreement and the Stockholder Approval transactions contemplated hereby shall have been obtained at approved and adopted by the Stockholder Meetingstockholders of the Company in accordance with Delaware Law; (b) any applicable waiting period under the HSR Act relating to the Merger shall have expired; (c) no Governmental Authority provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the United States Merger or any other transactions pursuant to this Agreement; (d) all consents, waivers, approvals, authorizations or permits by or from, and all actions by or in respect of or filings with any governmental body, agency, official, or authority required to permit the Localities set forth on Part 7.01(f) execution, delivery and performance of the Company Disclosure Schedulethis Agreement, 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 and the consummation of the Merger and no Applicable Law of the United States or of other transactions contemplated by this Agreement, including, without limitation, the Localities set forth on Part 7.01(f) 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 FCC Transfer Approvals referred to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval below, shall have been obtained;; and (e) [INTENTIONALLY OMITTED] except as set forth below, all consents, waivers, approvals and authorizations (fthe "FCC Transfer Approvals") consents required to be obtained from, and all filings or notices required to be made by Buyer and the Company prior to consummation of the transactions contemplated in this Agreement shall have been obtained from or made with, the FCC, PUC, and Localities set forth on Part 7.01(f) each of the Company Disclosure Schedule (the “Communications Consents”) FCC Transfer Approvals shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredbecome a Final Order.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, LLC, Merger Sub and Parent to consummate the Merger is Mergers shall be subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) This Agreement, the Stockholder Approval Mergers and the transactions contemplated hereby shall have been obtained at approved and adopted by the Stockholder Meeting;shareholders of the Company entitled to vote thereon in the manner required by all Applicable Laws. (b) no Governmental Any applicable waiting periods (and any extensions thereof, including any written commitment to an HSR Authority of the United States to defer or of the Localities set forth on Part 7.01(f) 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 delay consummation of the Merger and no Applicable Law Mergers notwithstanding expiration of the United States or of the Localities set forth on Part 7.01(fsuch waiting periods) 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 or any Agreed Foreign Approvals relating to the Mergers and the transactions contemplated by this Agreement shall have expired or been terminated;. (c) No provision of any Applicable Laws and no judgment, injunction, order or decree shall prohibit or enjoin the consummation of the Mergers or the transactions contemplated by this Agreement. (d) There shall not be pending any action by any Governmental Authority (i) challenging or seeking to restrain or prohibit the CFIUS Approval shall have been obtained;consummation of the Mergers or any of the other transactions contemplated by this Agreement, (ii) seeking to prohibit or limit the ownership or operation by Parent, the Surviving Corporation or any of their respective subsidiaries of, or to compel Parent, the Surviving Corporation or any of their respective subsidiaries to dispose of or hold separate, any material portion of the business or assets of Parent, the Company or any of their respective subsidiaries, as a result of the Mergers or any of the other transactions contemplated by this Agreement or (iii) seeking to prohibit Parent or any subsidiary of Parent from effectively controlling the business or operations of the Company or the subsidiaries of the Company. (e) [INTENTIONALLY OMITTED] (f) consents from The Commission shall have declared the FCC, PUCRegistration Statement effective under the Securities Act, and Localities set forth on Part 7.01(f) no stop order or similar restraining order suspending the effectiveness of the Company Disclosure Schedule (Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration Commission or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredstate securities administrator.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is and the other transactions contemplated by this Agreement are subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, by the Company and Parent at or prior to Closing, the Closing of the following conditions: (a) Parent shall have obtained the Parent Stockholder Approval and the Company shall have been obtained at the Company Stockholder MeetingApproval; (b) no the Parent Stock Issuance shall have been approved for listing on NASDAQ, 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, including under any agreement between a party and a Governmental Authority agreeing not to consummate the Merger prior to a certain date) under the HSR Act relating to the consummation of the United States Merger shall have expired or of early termination thereof shall have been granted and (ii) each Consent from a Governmental Authority required to be obtained with respect to the Localities Merger under any Antitrust Law set forth on Part 7.01(fSection 6.1(d) of the Company Disclosure ScheduleLetter shall have been obtained and shall remain in full force and effect, in each case case, without the imposition, individually or in the aggregate, of an Unacceptable Condition; (e) no Governmental Authority of competent jurisdiction over any party hereto, shall have issued or entered any Order after the date of this Agreement, and no Law shall have been enacted or promulgated after the date of this Agreement, in each case, that (whether temporary or permanent) is then in effect and has the effect of (whether temporary, preliminary or permanenti) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable or the other transactions contemplated by this Agreement or (ii) resulting, individually or in the aggregate, in an Unacceptable Condition (any such Order or Law of the United States in clause (i) or of the Localities set forth on Part 7.01(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCCii), PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the a “Communications ConsentsRestraint”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired).

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three to consummate effect the Merger is Closing are subject to the satisfaction or, to the extent permitted by Applicable Law, or waiver of, at or prior to Closing, of the following conditionsconditions as of immediately prior to the Closing: (a) each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no any applicable waiting period (or extensions thereof) under the HSR Act relating to the transactions contemplated by this Agreement shall have expired or been terminated (solely with respect to the obligations of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, without the imposition of any Burdensome Condition); (i) the FCC Order and (ii) all other filings, consents and approvals of (or filings or registrations with) any Governmental Authority required in connection with the execution, delivery and performance of the United States or of the Localities this Agreement and set forth on Part 7.01(f) 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(fSection 9.01(c) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal obtained or otherwise prohibited; (c) the waiting period (made and shall be in full force and effect, and any extension thereof) applicable to the Merger under the HSR Act waiting periods in respect thereof shall have expired or been terminatedterminated (solely with respect to the obligations of Parent, New Charter, Merger Subsidiary One, Merger Subsidiary Two and Merger Subsidiary Three, in each case of clauses (i) and (ii), without the imposition of any Burdensome Condition); (d) except for the CFIUS Approval matters that are the subject of Section 9.01(b) or Section 9.01(c), (i) (x) there shall not have been obtainedenacted or promulgated after the date hereof any Applicable Law of any Governmental Authority of competent jurisdiction in a jurisdiction in which any of the Company, Parent or their respective Subsidiaries has substantial operations and (y) there shall not be in effect any order of any Governmental Authority of competent jurisdiction, in each case of clauses (x) and (y), that (A) imposes a Burdensome Condition or (B) that prohibits the consummation of the Mergers and the violation of which would result in criminal liability and (ii) there shall not be in effect any injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that imposes a Burdensome Condition or prohibits the consummation of the Mergers; (e) [INTENTIONALLY OMITTED]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 the SEC; and (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) shares of New Charter Common Stock to be issued in the Company Disclosure Schedule (the “Communications Consents”) Mergers shall have been obtainedapproved for listing on the NASDAQ, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredofficial notice of issuance.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is Mergers are subject to the satisfaction or, to or waiver by the extent permitted by Applicable Law, waiver of, Company and Parent at or prior to Closing, the First Effective Time of the following conditions: (a) the Requisite Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and or any extension thereof) applicable to the Merger consummation of the Mergers under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted; (c) the Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding for that purpose shall have been initiated by the SEC with respect to the Registration Statement that has not been withdrawn; (d) any Governmental Authorization required to be obtained prior to consummation of the CFIUS Approval Mergers in connection with the Mergers set forth in Section 7.1(d) of the Company Disclosure Letter (the “Required Governmental Authorizations”) shall have been obtainedobtained (in accordance with Section 7.1(d) of the Company Disclosure Letter) and shall remain in full force and effect; (e) [INTENTIONALLY OMITTED]at least twenty (20) calendar days shall have elapsed since the Company mailed to the stockholders of the Company the Information Statement as contemplated by Regulation 14C of the Exchange Act (including Rule 14c-2 promulgated under the Exchange Act); and (f) consents from no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the FCCeffect of preventing, PUC, and Localities set forth on Part 7.01(f) making illegal or enjoining the consummation of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredMergers.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, in writing) of the following conditions: (a) the Company Stockholder Approval shall have has been obtained at in accordance with applicable Law and the Stockholder MeetingOrganizational Documents of the Company; (b) no (i) the applicable waiting period under the HSR Act relating to the Merger shall have expired or been terminated and (ii) the approvals and prior written non-disapprovals from the Governmental Authority of the United States or of the Localities set forth on Part 7.01(fEntities listed in Section 9.1(b)(ii) of the Company Disclosure ScheduleSchedules have been obtained, in each case, in the case of competent Parent and Merger Sub, without the imposition of a Burdensome Condition; and (c) there shall not have been issued by any Governmental Entity having jurisdiction over of any party heretoParty, shall have issued and remain in effect, any Order that is in effect (whether temporaryjudgment, temporary restraining order, preliminary or permanent) permanent injunction or other order, decree or ruling restraining, enjoining or otherwise prohibiting preventing the consummation of the Merger and no Applicable Merger, nor shall any Law of the United States be in effect that has been promulgated, enacted, issued or of the Localities set forth on Part 7.01(f) 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) deemed applicable to the Merger under by any Governmental Entity having jurisdiction of any Party that prohibits or makes illegal the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) consummation of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredMerger.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto of the Company, Newco, Holdings and FDESI to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions:conditions (which may be waived in whole or in part by the party against whom the waiver is to be effective, unless such a waiver is prohibited by law): (a) the Stockholder Approval Transactions, including the Charter Amendments and the Recapitalization, shall have been obtained at approved by the Stockholder Meetingholders of a majority of the outstanding Common Stock; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; (dc) no provision of any applicable law or regulation and no judgment, injunction, order or decree of any court or other governmental body of competent jurisdiction shall be in effect which prohibits or makes illegal the CFIUS Approval shall have been obtainedconsummation of the Merger or the effectiveness as between the parties of the Marketing Agreement; (ed) [INTENTIONALLY OMITTED] (f) all consents from or actions by or in respect of or filings with any governmental body, agency, official, or authority required to permit the FCC, PUC, and Localities set forth on Part 7.01(f) consummation of the Company Disclosure Schedule (Merger and the “Communications Consents”) effectiveness as between the parties of the Marketing Agreement as between the parties shall have been obtained, taken or made (other than those consents, actions or filings which, if not obtained, taken or made prior to the consummation of the Merger and the effectiveness as between the parties of the Marketing Agreement, as would not have a Company Material Adverse Effect); and (e) there shall not be subject to agency reconsideration in effect any banking moratorium or judicial review, and suspension of payments in respect of banks in the time for any Person to petition for agency reconsideration or judicial review shall have expiredUnited States.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto the Company, Buyer and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, or waiver of, at on or prior to Closing, the Closing Date of the following conditions: (a) the Stockholder Approval if required by Delaware Law, this Agreement shall have been obtained at approved and adopted by the Stockholder Meetingstockholders of the Company in accordance with Delaware Law (except that this condition shall be deemed satisfied if Buyer and/or Merger Subsidiary shall have acquired (x) 90% or more of the outstanding shares of Class A Common and (y) 90% or more of the outstanding shares of Class B Common); (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued or enforced any statute, regulation, decree, injunction or other order which has become final and nonappealable and which prohibits the consummation of the Merger; provided, however, that each of the parties shall have used its best efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered prior to it having become final and nonappealable; and (d) the CFIUS Approval Merger Subsidiary shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from purchased pursuant to the FCC, PUC, Offer all Shares validly tendered prior to the expiration thereof and Localities set forth on Part 7.01(f) of not withdrawn or shall have purchased pursuant to the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredStockholders Agreement all Shares tendered thereunder.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is and the other transactions contemplated by this Agreement are subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, by the Company and Parent at or prior to Closing, the Closing of the following conditions: (a) Parent shall have obtained the Parent Stockholder Approval and the Company shall have been obtained at the Company Stockholder MeetingApproval; (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; (i) any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger shall have expired or early termination thereof shall have been 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 hereto shall have been obtained and shall remain in full force and effect; (e) no Governmental Authority of competent jurisdiction shall have issued or entered any Order after the United States date of this Agreement, and no Law shall have been enacted or promulgated after the date of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedulethis Agreement, in each case of competent jurisdiction over any party heretocase, shall have issued any Order that is in effect (whether temporary, preliminary temporary or permanent) restraining, is then in effect and has the effect of enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law of or the United States or of the Localities set forth on Part 7.01(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredother transactions contemplated by this Agreement.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, or waiver (where permissible pursuant to the extent permitted by Applicable Law, waiver of, ) of the following conditions at or prior to the Closing, of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is in effect Applicable Law (whether temporary, preliminary or permanent) restrainingshall restrain, enjoining enjoin, render illegal or otherwise prohibiting prohibit the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;is still in effect; and (c) the (i) any applicable waiting period (and any extension extensions thereof, including any voluntary agreement between the Company, Parent, Merger Subsidiary and any Governmental Authority not to consummate the Merger by a certain date) applicable to the Merger Transactions under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUCAct, and Localities set forth on Part 7.01(fany commitment to, or agreement with, any Governmental Authority in the United States or any jurisdiction listed in Section 8.1(b) of the Company Disclosure Schedule (as may be updated after the “Communications Consents”date hereof as contemplated by Section 8.1(b)) to delay the consummation of, or not to consummate before a certain date, the transactions contemplated by this Agreement, shall have expired or been terminated, and (ii) any approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority under Antitrust Laws and Foreign Direct Investment Laws listed in Section 8.1(b) of the Company Disclosure Schedule (as may be updated after the date hereof as contemplated by Section 8.1(b)) shall have been obtained, obtained or deemed obtained and shall not be subject to agency reconsideration or judicial review, remain in full force and the time for any Person to petition for agency reconsideration or judicial review shall have expiredeffect.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and MergerSub to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Company 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(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (b) the Parent Common Shares to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; (i) the Proxy Statement/Prospectus shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Proxy Statement/Prospectus 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) (i) any applicable waiting period under the HSR Act relating to the Merger shall have expired or been earlier terminated and (ii) if required by applicable law, the parties shall have received a decision from the European Commission under Regulation 4064/89 that the proposed Merger and any matters arising therefrom fall within either Article 6.1(a) or Article 6.1(b) of such Regulation and that, in any event, the Merger will not be referred to any competent authority or dealt with by the European Commission pursuant to Article 9.3 of such Regulation; (e) [INTENTIONALLY OMITTED]all notices, reports and other filings required to be made prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Parent or any of their respective Subsidiaries from, any Commissioner of Insurance, or any other governmental authority of any jurisdiction, in connection with the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement shall have been made or obtained (as the case may be) other than any such consents, approvals or permits, the absence of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; and (f) consents from no Governmental Entity of competent authority or jurisdiction shall have issued any order, injunction or decree, or taken any other action, that is in effect and restrains, enjoins or otherwise prohibits the FCC, PUC, and Localities set forth on Part 7.01(f) consummation of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredMerger.

Conditions to the Obligations of Each Party. The obligation ------------------------------------------- obligations of each party hereto the Company, Parent and Newco to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Stockholder Approval this Agreement shall have been obtained at approved and adopted by the Stockholder Meetingstockholders of the Company in accordance with New York Law; (b) no Governmental Authority if required by applicable law or regulation or the rules of the United States or Nasdaq Stock Market, the issuance of the Localities set forth on Part 7.01(fParent Common Stock (or, if applicable, Holdings Common Stock) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation approved by the stockholders of the Merger illegal or otherwise prohibitedParent (or, if applicable, Holdings); (c) the any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (d) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the CFIUS Approval shall have been obtainedconsummation of the Merger; (e) [INTENTIONALLY OMITTED]the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order; (f) consents from the FCCshares of Parent Common Stock (or, PUCif applicable, and Localities set forth Holdings Common Stock) issuable to the Company's stockholders as contemplated by this Agreement shall have been approved for listing on Part 7.01(fthe Nasdaq Stock Market, subject to official notice of issuance; (g) all outstanding shares of the Series C Cumulative Convertible Preferred Stock of the Company Disclosure Schedule shall have been converted into Company Common Stock; and (the “Communications Consents”h) Parent (or, if applicable, Holdings) shall have been obtainedobtained the Financing and entered into appropriate indentures, shall not be subject loan agreements, or other agreements with respect to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredFinancing.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is Contemplated Transactions are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) There shall not be any Applicable Law in effect making illegal the Stockholder Approval consummation of the Contemplated Transactions, and 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 or any of the Contemplated Transactions shall have been obtained at taken effect after the Stockholder Meetingdate hereof and shall still be in effect; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the Any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminatedterminated and all approvals under those Foreign Antitrust Laws identified on ‎‎Section 10.01(b) of the Company Disclosure Schedule, to the extent required to be obtained at or prior to the Effective Time in respect of the Merger, shall have been obtained at or prior to the Effective Time; (c) all actions by or in respect of, or filings with, any Governmental Authority, required to permit the consummation of the Merger shall have been taken, made or obtained, including the filing of the Certificate of Merger; and (d) the CFIUS A valid and effective Unitholder Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.

Conditions to the Obligations of Each Party. The respective obligation of each party hereto to consummate the Merger is subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, at or prior to Closing, the Effective Time of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no temporary restraining order, decree, ruling, injunction or judgment, preliminary or permanent injunction or other judgment issued by any Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that is be in effect (whether temporaryenjoining, preliminary or permanent) restraining, enjoining restraining or otherwise prohibiting the consummation of the Merger and no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or declared applicable to the Merger any Applicable Law that is in effect, which has the effect of enjoining, restraining or otherwise prohibiting the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;(collectively, “Restraints”); and (c) the (i) any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated and any extensions thereof, or any timing agreements or legally binding commitments obtained by request or other action of the U.S. Federal Trade Commission and/or the U.S. Department of Justice, as applicable, shall have expired or been terminated; ; and (dii) all applicable waiting and other time periods under other applicable antitrust, competition, or fair trade laws in the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities jurisdictions set forth on Part 7.01(fSection 9.01(c) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review Letter shall have expired, lapsed or been terminated (as appropriate), in each case, in respect of the Merger.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto of the parties to consummate the Merger is shall be subject to the satisfaction or, to the extent permitted fulfillment (or waiver by Applicable Law, waiver of, all parties) at or prior to Closing, the Effective Time of the following conditions: (a) the Stockholder The Company Shareholder Approval shall have been obtained at in accordance with the Stockholder Meeting;Company’s organizational documents and Applicable Law. (b) no Governmental Authority At the Company Shareholder Meeting, the holders of a majority of the United States outstanding Company Common Shares (other than those Company Common Shares held by Parent or any affiliate of the Localities set forth on Part 7.01(fParent) 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 approved the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;other transactions contemplated hereby. (c) the (i) Each waiting period (and any extension thereof) applicable to the Merger and the other transactions contemplated by this Agreement under the HSR Act Act, if any, including with respect to the Group Partnerships, if applicable, shall have expired or been earlier terminated and (ii) all consents required under any other Antitrust Law shall have been obtained or any applicable waiting period thereunder shall have expired or been terminated;. (d) No outstanding judgment, injunction, order or decree of a competent United States federal or state Governmental Authority shall prohibit or enjoin the CFIUS Approval shall have been obtained;consummation of the Merger or the other transactions contemplated by this Agreement. (e) [INTENTIONALLY OMITTED]The Commission shall have declared the Registration Statement effective under the Securities Act, and no stop order or similar restraining order by the Commission suspending the effectiveness of the Registration Statement shall be in effect. (f) consents from The Parent Common Units to be issued in connection with the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) Merger shall have been obtainedapproved for listing on the NYSE, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredofficial notice of issuance.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of each of the following conditions: (a) the Stockholder Approval no order, stay, decree, judgment or injunction shall have been obtained at the Stockholder Meeting; (b) no Governmental Authority of the United States entered, issued or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case enforced by any court 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 which prohibits consummation of the Merger Merger, and no Applicable Law of there shall not be any action taken by any Governmental Authority, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the United States or of Merger, which makes the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedsubstantially deprives Parent, the Company or the Participating Rights Holders of any of the anticipated benefits of the Merger or the related transactions, taken as a whole; (b) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger in accordance with the terms hereof shall have been obtained (other than those actions or filings which, if not obtained or made prior to the consummation of the Merger, would not have a Material Adverse Effect on the Company prior to or after the Effective Time or a Material Adverse Effect on Parent after the Effective Time or be reasonably likely to subject the Company, Parent, Merger Sub, or any of their respective Subsidiaries or any of their respective officers or directors to substantial penalties or criminal liability); (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Initial Stockholder Approval shall have been obtained;; and (ed) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of Parent shall have delivered to the Company Disclosure Schedule (the “Communications Consents”a Merger Election Notice in accordance with Section 1.1(b) and such Merger Election Notice shall not have been obtained, shall not be subject to agency reconsideration withdrawn or judicial review, and the time for revoked in any Person to petition for agency reconsideration or judicial review shall have expiredmanner by Parent.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto ▇▇▇▇▇▇▇ and Cardiac to consummate the Merger is Mergers are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the ▇▇▇▇▇▇▇ Stockholder Approval shall have been obtained at the and Cardiac Stockholder Meeting; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS 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 relating to the Mergers shall have expired or been earlier terminated without the imposition of any Burdensome Condition; (e) [INTENTIONALLY OMITTED]no Governmental Entity of competent authority or jurisdiction shall have issued any order, injunction or decree, or taken any other action, that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Mergers nor is there pending any action that seeks to restrain, enjoin or otherwise prohibit the consummation of the Mergers; (f) consents from the FCCparties shall have obtained or made all consent, PUCapprovals, actions, orders, authorizations, registrations, declarations, announcements and Localities set forth on Part 7.01(ffilings contemplated by Section 4.3 and Section 5.3 which if not obtained or made (i) would render consummation of the Company Disclosure Schedule Merger illegal or (ii) would be reasonably likely to have a Material Adverse Effect on the “Communications Consents”) shall have been obtainedHolding Company, shall not be subject after giving effect to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.Mergers;

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company and Buyer to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any governmental entity or any third party necessary for the Stockholder Approval consummation of the transactions contemplated hereby or required as a result of the transactions contemplated hereby and any documentation pertaining thereto or required in connection therewith shall have been obtained at the Stockholder Meeting;filed, occurred or been obtained. (b) no Governmental Authority No provision of any applicable law shall prohibit the consummation of the United States or Merger. (c) This Agreement shall have been approved and adopted by the affirmative vote of the Localities set forth on Part 7.01(f) holders of a majority of the outstanding shares of the Company Disclosure ScheduleCommon Shares entitled to vote thereon and a majority of the outstanding shares of Buyer's Common Stock entitled to vote thereon and the Boards of Directors of Buyer and the Company. (d) No arbitrator, in each case of competent jurisdiction over any party hereto, governmental entity or official shall have issued any Order that is in effect (whether temporaryorder, preliminary and there shall not be any applicable law, restraining or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Applicable Law or the effective operation of the United States or of the Localities set forth on Part 7.01(f) business of the Company Disclosure Schedule or Buyer after the Effective Time, and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been adopted that makes consummation of the Merger illegal instituted by any person before any arbitrator, governmental entity or otherwise prohibited; (c) the waiting period (official and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredpending.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company and Parent to consummate the Merger is are subject to the satisfaction or, to (or waiver by the extent permitted by Applicable Law, waiver of, at or prior to Closing, party for whose benefit the applicable condition exists) of the following conditions: (ai) this Agreement and the Stockholder Approval transactions contemplated hereby, including the Merger, shall have been obtained at approved and adopted by the Stockholder Meetingshareholders of the Company by the Company Requisite Vote and (ii) the Capital Increase shall have been approved by the shareholders of Parent by the Parent Requisite Vote; (b) no Governmental Authority of any applicable waiting period under the United States or of HSR Act and the Localities set forth on Part 7.01(f) of EU Merger Regulations relating to the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, transactions contemplated by this Agreement shall have issued expired, and all consents, waivers, approvals and authorizations required to be obtained, and all filings or notices required to be, made by the Company, Parent or any Order that is of their Subsidiaries under any other applicable Antitrust Law in effect connection with the transactions contemplated in this Agreement shall have been obtained from or made with all required Governmental Authorities, except for such consents, waivers, approvals or authorizations which the failure to obtain, or such filings or notices which the failure to make, would not have a Material Adverse Effect on the Company, Parent or the Surviving Corporation. (whether temporaryc) no provision of any applicable law or regulation and no judgment, preliminary injunction, order or permanent) restraining, enjoining decree shall prohibit or otherwise prohibiting enjoin the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) 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 shall have expired or been terminatedMerger; (d) (i) the CFIUS Approval Form F-4 and Form F-6 shall have been obtaineddeclared effective under the 1933 Act and no stop order suspending the effectiveness of the Form F-4 and Form F-6 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC and (ii) Parent shall have received appropriate decisions and visas from the CMF and the COB; (e) [INTENTIONALLY OMITTED]the Parent ADSs 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) consents from the FCC, PUC, and Localities set forth on Part 7.01(fSNC Common Stock shall represent control of the Company within the meaning of Section 368(c) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredCode.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, or written waiver of, at or prior to Closing, of the following conditions: (a) the Stockholder Approval this Agreement shall have been obtained at approved and adopted by the Stockholder Meetingstockholders of the Company in accordance with Delaware Law and the Restated Certificate of Incorporation of the Company; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f(i) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated, and (ii) any applicable waiting or similar period with respect to the competition laws of Spain shall have expired or terminated, provided that Parent may, at any time and in its sole discretion, waive the condition to Closing specified in this clause (ii); (c) no statute, rule, regulation, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect, but only if it is (i) any United States federal or state statute, rule or regulation or United States federal or state court order, injunction or other legal restraint or prohibition or (ii) except as otherwise expressly provided in Section 8.01(b) hereof, any other statute, rule, regulation, court order, injunction or other legal restraint or prohibition if the violation thereof would, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (after giving effect to the Merger) or would subject any director, officer or other employee of Parent, Merger Sub, the Company or any of its Subsidiaries to any criminal liability; provided, however, that prior to asserting this condition each of the parties shall have used all reasonable best efforts to prevent the entry of any such injunction, court order, legal restraint or prohibition to have any such injunction, court order, legal restraint or prohibition lifted or withdrawn, and to appeal as promptly as possible any such injunction, court order, legal restraint or prohibition that may be entered; (d) with respect to the CFIUS Approval obligations of Parent and Merger Sub, (i) the representations and warranties of the Company as set forth in this Agreement (other than the representations and warranties set forth in Section 3.03, the first sentence of Section 3.19(b) and Section 3.19(e) of this Agreement) shall be true and correct as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date and other than the representations and warranties set forth Sections 3.08(b)-(e), which shall only need to be true and correct as of the date of this Agreement), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect, and (ii) the representations and warranties of the Company set forth in Section 3.03, the first sentence of Section 3.19(b) and Section 3.19(e) of this Agreement shall be true and correct as if made on and as of the Effective Time, except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not, individually or in the aggregate, result in or be reasonably likely to result in aggregate liability to Parent or any Affiliate thereof (including, for these purposes, the Company and its Subsidiaries (including the Other Entities)) in excess of $4,000,000, and Parent shall have been obtainedreceived a certificate of the chief executive officer, president or vice president/finance of the Company to such effect; (e) [INTENTIONALLY OMITTED]with respect to the obligations of the Company, the representations and warranties of Parent and Merger Sub as set forth in this Agreement shall be true and correct as if made on and as of the Effective Time (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct as of such certain date), except to the extent that the failures in the aggregate of such representations and warranties (disregarding any qualifications as to materiality contained therein) to be true and correct would not, individually or in the aggregate, have a Buyer Material Adverse Effect, and the Company shall have received a certificate of the president, chief financial officer or any vice president of Parent to such effect; (f) consents from with respect to the FCCobligations of Parent and Merger Sub, PUCthere shall not have been any change that, individually or in the aggregate, would have a Material Adverse Change, and Localities set forth on Part 7.01(f) Parent shall have received a certificate of the chief executive officer, president or vice president/finance of the Company Disclosure Schedule to such effect; and (g) with respect to the “Communications Consents”) obligations of Parent and Merger Sub, the Company shall have been obtainedperformed in all material respects all obligations, and complied in all material respects with all agreements and covenants, in each case required to be performed by or complied with by it under this Agreement on or prior to the Effective Time, and Parent shall not have received a certificate of the chief executive officer, president or vice president/finance of the Company to such effect; and, with respect to the obligations of the Company, Parent and Merger Sub shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, in each case required to be subject performed by or complied with by them under this Agreement on or prior to agency reconsideration or judicial reviewthe Effective Time, and the time for any Person to petition for agency reconsideration or judicial review Company shall have expiredreceived a certificate of the president, chief financial officer or any vice president of Parent to such effect.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingin accordance with Delaware Law; (b) no court or other Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any in Delaware or a jurisdiction in which either party heretoor its Subsidiaries have operations that are material to such party and its Subsidiaries, taken as a whole, shall have issued enacted, issued, promulgated, enforced or entered any Order that is in effect Applicable Law (whether temporary, preliminary or permanent) restrainingthat is in effect and restrains, enjoining enjoins or otherwise prohibiting the prohibits consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;transactions contemplated by this Agreement (collectively, an “Order”); and (c) the any applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; (d) , and any required filings, consents, approvals, authorizations, clearances or other actions under the CFIUS Approval Required Governmental Approvals set forth on Schedule I shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCCmade, PUCobtained or taken, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) any applicable approvals and waiting periods thereunder shall have been obtained, shall not be subject to agency reconsideration received and remain in effect (in the case of approvals) or judicial review, and the time for any Person to petition for agency reconsideration expired or judicial review shall have expiredbeen terminated.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto Buyer and Seller to consummate the Merger is transactions contemplated hereby are subject to the satisfaction oror waiver by Buyer or Seller, to the extent permitted by Applicable Law, waiver ofas appropriate, at or prior to Closingbefore the Closing Date, of each of the following conditions: (a) no judgment, order, decree, stipulation or injunction by any Governmental Entity shall be in effect which prevents consummation of any of the Stockholder Approval transactions contemplated by this Agreement, and no action, suit or proceeding shall have been obtained at be pending by or before any Governmental Entity which would reasonably be expected to result in a judgment, order, decree, stipulation or injunction that would cause any of the Stockholder Meetingtransactions contemplated by this Agreement to be rescinded following consummation; (b) no Governmental Authority of the United States statute, rule or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, regulation shall have issued any Order been enacted, promulgated or deemed applicable to the transactions contemplated hereby that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting prevents the consummation of such transactions or has the Merger and no Applicable Law effect of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes making such consummation of the Merger illegal or otherwise prohibitedthereof illegal; (c) approvals of the waiting period (and any extension thereofGovernmental Entities set forth in Section 5.1(c) applicable to of the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval Disclosure Schedule shall have been obtained; (d) all waiting periods under the HSR Act, if applicable with respect to the transactions contemplated by this Agreement or other applicable waiting period (or any extension thereof), filings or approvals under the applicable antitrust laws to consummate the transactions contemplated hereby shall have expired, been terminated, been made or been obtained; (e) [INTENTIONALLY OMITTED]Seller shall have obtained the Stockholder Approval; and (f) consents from the FCC, PUC, Consent Agreement shall remain in full force and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredeffect.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto MS Financial, Search and Newco to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) this Agreement and the Stockholder Approval Transactions shall have been obtained at approved and adopted by (i) the Stockholder Meetingaffirmative vote of the stockholders of MS Financial in accordance with the Delaware Statutes and MS Financial's Restated Certificate of Incorporation, and (ii) if required by the rules of the NASD, the stockholders of Search in accordance with the Delaware Statutes, Search's Restated Certificate of Incorporation and the rules of the NASD; (b) the Registration Statement shall have been declared effective, no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceeding for that purpose shall have been initiated or threatened by the SEC; (c) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued issued, enacted, promulgated, enforced or entered any Order that order, stay, decree, judgment or injunction (each an "Order") or Law which is in effect (whether temporary, preliminary or permanent) restraining, enjoining and has the effect of making the Merger illegal 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedother Transactions; (cd) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (de) the CFIUS Approval Search and MS Financial each shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from received an opinion of Hayn▇▇ & ▇oon▇, ▇▇P, reasonably satisfactory in form and substance to Search and MS Financial, to the FCC, PUC, and Localities set forth on Part 7.01(feffect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Company Disclosure Schedule (Code, which shall be dated on or about the “Communications Consents”) date that is two business days prior to the date the Proxy Statement is first mailed to stockholders of MS Financial and which shall have been obtained, shall not be subject to agency reconsideration or judicial review, and updated as of the time for any Person to petition for agency reconsideration or judicial review shall have expiredEffective Time.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is Bio Companies Transactions shall be subject to the satisfaction or(or waiver, to the extent permitted by Applicable if permissible under applicable Law, waiver of, at ) on or prior to Closing, the Closing Date of the following conditions: (a) the The Company Stockholder Approval Authorization shall have been obtained at the Stockholder Meeting;obtained. (b) no No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, the “Restraints”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the United States Bio Companies Transactions or of the Localities set forth on Part 7.01(f) 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 making the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;Bio Companies Transactions illegal. (c) All consents, approvals and actions of, filings with and notices to any Governmental Authority required of Purchasers, the Company or any of their respective Subsidiaries to consummate the Bio Companies Transactions, the failure of which to be obtained or taken would be reasonably expected to have a Bio Companies Material Adverse Effect or an adverse effect on the ability of Purchasers and the Company to consummate the Bio Companies Transactions, shall have been obtained; provided that no such consent, approval, action, filing or notice under the Foreign Antitrust Laws shall be a condition to either party’s obligations to consummate the Bio Companies Transactions. Without limiting the foregoing, any applicable waiting period under the HSR Act (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated;. (d) the CFIUS Approval The other party shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from executed and delivered the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredTransition Services Agreement.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is transactions contemplated by this Agreement, including the Merger, are subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, by the Company and Parent at or prior to Closing, the Effective Time of the following conditions: (a) the Company Stockholder Approval shall have been obtained at the Stockholder Meetingobtained; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the waiting period (and or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or early termination thereof shall have been terminatedgranted, and all waiting periods (and any extensions thereof) pursuant to any Antitrust Laws in the jurisdictions listed in Section 7.1(b) of the Company Disclosure Letter that are required to be terminated or expired prior to the Closing shall have terminated or expired, and all approvals or clearances pursuant to any Antitrust Laws in the jurisdictions listed in Section 7.1(b) of the Company Disclosure Letter required to be obtained prior to the Closing shall have been obtained, or be deemed to have been obtained; (c) no Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger, or causing the Merger to be rescinded following the completion thereof; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED]the approvals of foreign investment and investment in mainland China for the purpose of the Merger and the other transactions contemplated by this Agreement issued by Investment Commission, Ministry of Economic Affairs, Taiwan shall have been obtained; and (f) consents from if required by applicable Law, the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) Parent Stockholder Approval shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expired.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is Mergers are subject to the satisfaction or, or (to the extent permitted not prohibited by Applicable Law) waiver by the Company, waiver ofParent, Merger Sub I and Merger Sub II at or prior to Closing, the First Effective Time of the following conditions: (a) the Requisite Company Stockholder Approval shall have been obtained at and the Requisite Parent Stockholder Meeting; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (eb) [INTENTIONALLY OMITTED] (fi) consents from any waiting period applicable to the FCC, PUCconsummation of the Mergers under the HSR Act, and Localities any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the Mergers, shall have expired or been terminated or early termination thereof shall have been granted, and (ii) the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the Antitrust Laws of the jurisdictions set forth on Part 7.01(fSection 6.4(a) of the Company Disclosure Schedule Letter shall have expired, been terminated or been obtained; (the “Communications Consents”c) no (i) Law or Order shall have been obtainedissued, entered, promulgated or enacted that restrains, enjoins, or otherwise prohibits or makes illegal the consummation of the Mergers and remains in force or (ii) injunction, Order or award restraining or enjoining, or otherwise prohibiting, the consummation of the Mergers shall not have been issued by any Governmental Authority having jurisdiction over any party and remain in force; (d) The Parent Shares to be issued in the First Merger and such other Parent Shares to be reserved for issuance in connection with the First Merger shall have been approved for listing on NASDAQ, subject to agency reconsideration or judicial reviewofficial notice of issuance; and (e) The Form S-4 shall have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and remains in effect, and the time no proceedings for any Person to petition for agency reconsideration or judicial review that purpose shall have expiredbeen initiated or threatened (and not withdrawn) by the SEC.

Conditions to the Obligations of Each Party. The obligation respective obligations of each party hereto to consummate the Merger is are subject to the satisfaction or, or (to the extent permitted by Applicable Law, ) waiver of, by the Company and Parent at or prior to Closing, the Closing of the following conditions: (a) the Stockholder Approval Company shall have been obtained at the Stockholder MeetingCompany Shareholder 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; (i) any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the Merger shall have expired or early termination thereof shall have been 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 or granted; (e) fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and thirty (30) days shall have elapsed after the approval of the Merger by the shareholders of each of the Company and Merger Sub; and (f) no Governmental Authority of competent jurisdiction shall have issued or entered any Order after the United States date of this Agreement, and no Law shall have been enacted or promulgated by a Governmental Authority of competent jurisdiction after the Localities set forth on Part 7.01(f) date of the Company Disclosure Schedulethis Agreement, in each case of competent jurisdiction over any party heretocase, shall have issued any Order that is then in effect (whether temporary, preliminary or permanent) restraining, and has the effect of 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(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredMerger.

Conditions to the Obligations of Each Party. The obligation ------------------------------------------- obligations of each party hereto the Company, Buyer and Newco to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) if required by the Stockholder Approval Georgia Law, this Agreement shall have been obtained at approved and adopted by the Stockholder Meetingshareholders of the Company in accordance with such Law; (b) no Governmental Authority of any applicable waiting period under the United States or of HSR Act relating to the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, Merger 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedexpired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the waiting period (and any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminatedMerger; (d) with respect to the CFIUS Approval obligations of Buyer and Newco, all outstanding employee stock options shall have been obtainedbe canceled upon delivery at the Effective Time of the consideration described in Section 2.05; (e) [INTENTIONALLY OMITTED]with respect to the obligations of Buyer and Newco, there shall not have been a breach of any representation or warranty of the Company set forth in Sections 4.06(b), 4.06(c), 4.11, 4.19 and 4.24 of this Agreement when made or as of immediately prior to the Effective Time, except in each case that with respect to any such representation and warranty that speaks as of a specific date or time, there shall not have been a breach thereof as of such date or time and the Company shall have performed or complied in all material respects with each covenant or agreement of it set forth in this Agreement; (f) consents from with respect to the FCCobligations of Buyer and Newco, PUCthe individuals who are party to the Consulting and Non-Competition Agreements, the forms of which are attached hereto as Exhibits A, B, C, D, E and Localities set forth F, shall have executed and delivered to Buyer counterparts to such agreements; (g) this Agreement shall not have been terminated in accordance with its terms; and (h) with respect to the obligations of Buyer and Newco, on Part 7.01(f) the one hand, the representations and warranties of the Company Disclosure Schedule contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (after giving effect to the “Communications Consents”disclosures made by the Company in any disclosure schedules delivered hereto, but disregarding any materiality qualifications contained within the body of such representations and warranties, including, without limitation, Section 4.07(d)) would not, in the aggregate, have a Material Adverse Effect and, with respect to the obligations of the Company, on the other hand, the representations and warranties of Buyer or Newco contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (disregarding any materiality qualifications contained within the body of such representations and warranties) would not, in the aggregate, have been obtaineda material adverse effect on the business, shall not be subject to agency reconsideration assets, condition (financial or judicial review, otherwise) or results of operations of Buyer and the time for any Person to petition for agency reconsideration or judicial review shall have expiredNewco.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the parties to consummate the Merger is transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Stockholder Approval No judgment, injunction, order or decree shall have been obtained at issued declaring this Agreement invalid, nor shall any judgment, injunction, order, decree or applicable Law prohibit the Stockholder Meetingconsummation of the transactions contemplated hereby; (b) no Governmental Authority SCMI and SHI and each Contributor shall have executed and delivered to the other each of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that Ancillary Agreements to which it 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedparty; (c) The approval of Guaranty Bank to the waiting period (transactions contemplated by this Agreement, and the release of all Bank Liens and any extension thereof) applicable to other related encumbrances upon the Merger under the HSR Act shall have expired or been terminatedSCM Assets, SAMCO Securities and Keefe Securities; (d) All actions by or in respect of o▇ ▇▇▇ings with any governmental body, agency, official or authority required to permit the CFIUS Approval consummation of the transactions contemplated hereby shall have been obtained; (ei) [INTENTIONALLY OMITTED]Each party shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of the parties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects; (f) consents SHI, SCMI, SFSI and SFAI shall have received all consents, authorizations or approvals from the FCC, PUC, NASD in form and Localities set forth on Part 7.01(f) substance satisfactory to the parties for the transfer of the Company Disclosure Schedule (the “Communications Consents”) SCM Assets and SAMCO Securities and no such authorization or approval shall have been obtained, shall not be subject to agency reconsideration or judicial review, withdrawn; and (g) The Securities and the time for any Person to petition for agency reconsideration or judicial review Exchange Commission shall have expiredconfirmed to PWI its agreement to declare the S-1 Registration Statement relating to PWI's IPO effective upon PWI's request.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the parties to consummate the Merger is transactions contemplated hereby are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) the Stockholder Approval No judgment, injunction, order or decree shall have been obtained at issued declaring this Agreement invalid, nor shall any judgment, injunction, order, decree or applicable Law prohibit the Stockholder Meetingconsummation of the transactions contemplated hereby; (b) no Governmental Authority SCMI and SHI and each Contributor shall have executed and delivered to the other each of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued any Order that Ancillary Agreements to which it 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedparty; (c) The approval of Guaranty Bank to the waiting period (transactions contemplated by this Agreement, and the release of all Bank Liens and any extension thereof) applicable to other related encumbrances upon the Merger under the HSR Act shall have expired or been terminatedSCM Assets, SAMCO Securities and ▇▇▇▇▇ Securities; (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the CFIUS Approval consummation of the transactions contemplated hereby shall have been obtained; (ei) [INTENTIONALLY OMITTED]Each party shall have performed in all material respects all of its covenants and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of the parties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall be true and correct in all material respects; (f) consents SHI, SCMI, SFSI and SFAI shall have received all consents, authorizations or approvals from the FCC, PUC, NASD in form and Localities set forth on Part 7.01(f) substance satisfactory to the parties for the transfer of the Company Disclosure Schedule (the “Communications Consents”) SCM Assets and SAMCO Securities and no such authorization or approval shall have been obtained, shall not be subject to agency reconsideration or judicial review, withdrawn; and (g) The Securities and the time for any Person to petition for agency reconsideration or judicial review Exchange Commission shall have expiredconfirmed to PWI its agreement to declare the S-1 Registration Statement relating to PWI's IPO effective upon PWI's request.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Buyer and Merger Subsidiary to consummate the Merger is are subject to the satisfaction oron or prior to the Closing Time of the following conditions, except to the extent permitted by Applicable Lawapplicable law, waiver of, at or prior to Closing, of the following conditionsthat such conditions may be waived: (a) the Stockholder Approval this Agreement shall have been obtained at duly adopted by the Stockholder Meetingstockholders of the Company in accordance with the conditions specified in the DGCL; (b) no any applicable waiting period under the HSR Act relating to the Merger shall have expired or been earlier terminated; (c) No court or Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case Entity of competent jurisdiction over any party hereto, shall have issued enacted, issued, promulgated, enforced or entered any Order that is in effect law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) restrainingthat is in effect and restrains, enjoining enjoins or otherwise prohibiting prohibits consummation of the Merger (collectively, an "Order"), and no Governmental Entity or any other Person shall have instituted any proceeding seeking such an Order; and (d) Other than the Certificate of Merger, all notices, reports and other filings required to be made prior to the Effective Time by the Company or Buyer or any of their respective Subsidiaries with, and all consents, registrations, approvals, permits and authorizations required to be obtained prior to the Effective Time by the Company or Buyer from any Governmental Entity (collectively, "Governmental Consents") in connection with the execution and delivery of this Agreement and the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule shall have been adopted made or obtained upon terms and conditions that makes consummation of are not reasonably likely to have a Material Adverse Effect on Buyer or the Merger illegal Company, except those Governmental Consents that the failure to make or otherwise prohibited; (c) obtain are not, individually or in the waiting period (and any extension thereof) applicable aggregate, reasonably likely to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth a Material Adverse Effect on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredBuyer.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, on the one hand, and Parent and Sub, on the other hand, to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Lawif permissible, waiver of, at or prior to Closing, by the party for whose benefit such conditions exist) of the following conditions: (a) any waiting period applicable to the Stockholder Approval consummation of the Merger under the HSR Act and any comparable premerger notification laws, rules or regulations of any applicable foreign jurisdiction shall have expired or been terminated, and no action shall have been obtained at instituted by an HSR Authority challenging or seeking to enjoin the Stockholder Meetingconsummation of this transaction, which action shall have not been withdrawn or terminated; (b) no Governmental Authority of this Agreement shall have been adopted and approved by the United States or of the Localities set forth on Part 7.01(f) stockholders of the Company Disclosure Schedulein accordance with the DGCL; (c) the shares of Parent Common Stock to be issued pursuant to the Merger shall have been authorized for listing on the NYSE, in each case upon official notice of competent jurisdiction over any party heretoissuance; (d) no court, arbitrator or governmental body, agency or official shall have issued any Order that is in effect (whether temporaryorder, preliminary and there shall not be any statute, rule or permanent) restrainingregulation, enjoining restraining or otherwise prohibiting the consummation of the Merger and no Applicable Law or the effective operation of the United States or of the Localities set forth on Part 7.01(f) business of the Company Disclosure Schedule shall have been adopted that makes consummation of and its respective Subsidiaries after the Merger illegal or otherwise prohibited; (c) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval shall have been obtainedEffective Time; (e) [INTENTIONALLY OMITTED]all actions by or in respect of or filings with any governmental body, agency official, or authority required to permit the consummation of the Merger shall have been obtained but excluding any consent, approval, clearance or confirmation the failure to obtain which would not have a material adverse effect on Parent, Sub, the Company or, after the Effective Time, the Surviving Corporation; and (f) consents from the FCC, PUC, Registration Statement shall have become effective under the Securities Act and Localities set forth on Part 7.01(f) no stop order suspending effectiveness of the Company Disclosure Schedule (the “Communications Consents”) Registration Statement shall have been obtained, shall not be subject to agency reconsideration or judicial review, issued and the time no proceeding for any Person to petition for agency reconsideration or judicial review that purpose shall have expiredbeen initiated or threatened by the SEC.

Conditions to the Obligations of Each Party. The obligation ------------------------------------------- obligations of each party hereto the Company, Parent and Merger Sub to consummate the Merger is are subject to the satisfaction or, to the extent if permitted by Applicable applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) this Agreement and the Stockholder Approval transactions contemplated hereby shall have been obtained at approved and adopted by the Stockholder Meetingaffirmative vote of the holders of a majority of the outstanding shares of Company Class A Stock in accordance with Delaware Law and the Company's Certificate of Incorporation; (b) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the applicable waiting period (and any extension thereof) applicable to the Merger under the HSR Act relating to the Merger shall have expired or been terminated; (c) no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority or a court of competent jurisdiction which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) the CFIUS Approval Registration Statement shall have been obtaineddeclared 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) [INTENTIONALLY OMITTED]the shares of Parent Common Stock to be issued in the Merger shall have been authorized for listing on the NYSE, subject to official notice of issuance; and (f) consents from the FCCall other necessary and material governmental and regulatory clearances, PUCconsents, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) or approvals shall have been obtainedreceived, shall other than the consent to assignment of the Company's FAA Certificate which need not be subject received prior to agency reconsideration or judicial review, and the time for any Person to petition for agency reconsideration or judicial review shall have expiredEffective Time.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction (or, to the extent permitted by Applicable Lawlegally permissible, waiver of, at or prior to Closing, waiver) of the following conditions: (a) this Agreement and the Stockholder Approval Merger shall have been obtained at approved and adopted by the Stockholder Meetingstockholders of the Company in accordance with DGCL; (b) no Governmental Authority of any applicable waiting period under the United States or of HSR Act relating to the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, Merger 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedexpired; (c) any applicable approval by the waiting period (and any extension thereof) applicable European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EC Merger under the HSR Act shall have expired or been terminatedRegulation; (d) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit or enjoin the CFIUS Approval shall have been obtainedconsummation of the Merger; (e) [INTENTIONALLY OMITTED]the Form S-4 shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (f) consents from the FCCshares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, PUCsubject 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 Localities set forth on Part 7.01(fthe 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 (i) restrain, prohibit or otherwise interfere with the ownership or operation by Parent or any Subsidiary of Parent of all or any material portion of the business of the Company Disclosure Schedule or any of its Subsidiaries or of Parent or any of its Subsidiaries or to compel Parent or any Subsidiary of Parent to dispose of or hold separate all or any portion of the businesses, product lines or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, (ii) impose or confirm limitations on the “Communications Consents”ability of Parent or any Subsidiary of Parent effectively to exercise full rights of ownership of the shares of Company Common Stock (or shares of stock of the Surviving Corporation) including, without limitation, the right to vote any shares of Company Common Stock (or shares of stock of the Surviving Corporation) on any matters properly presented to stockholders or (iii) require divestiture by Parent or any Subsidiary of Parent of any shares of Company Common Stock (or shares of stock of the Surviving Corporation), if any such matter referred to in subclauses (i), (ii) and (iii) hereof, individually or in the aggregate, would result in, or would be reasonably likely to result in, a Substantial Detriment; (i) there shall not be any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to the Merger and the other transactions contemplated hereby (or in the case of any statute, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, which, individually or in the aggregate, would result in, or would be reasonably likely to result in, a Substantial Detriment; and (j) all required approvals or consents of any governmental authority (whether domestic, foreign or supranational) in connection with the Merger and the consummation of the other transactions contemplated hereby shall have been obtainedobtained (and all relevant statutory, shall not be subject to agency reconsideration regulatory or judicial reviewother governmental waiting periods, and the time for any Person to petition for agency reconsideration whether domestic, foreign or judicial review supranational, shall have expired) unless the failure to receive any such approval or consent would not be reasonably expected to result in a Substantial Detriment and all such approvals and consents which have been obtained shall be on terms which, individually or in the aggregate, would not be reasonably likely to result in, a Substantial Detriment.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, to the extent or (where permitted by Applicable Law, ) written waiver of, at or prior to Closing, by the Company and Parent of the following conditions: (a) There shall not have been issued by any court of competent jurisdiction and remain in effect any restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any applicable Law or order been promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Authority which directly or indirectly prohibits, or makes illegal the consummation of the Merger. (b) The Company Stockholder Approval shall have been obtained at the Stockholder Meeting;obtained. (bi) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited; (c) the The waiting period (and any extension thereof) ), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval early termination thereof shall have been obtained; granted and (eii) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) other Required Regulatory Approvals shall have been obtained, obtained and shall not be subject to agency reconsideration or judicial review, remain in full force and the time for any Person to petition for agency reconsideration or judicial review effect and all statutory waiting periods in respect thereof shall have expiredexpired or been terminated, in each case, without the imposition, individually or in the aggregate, of a Burdensome Condition.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Merger Subsidiary to consummate the Merger is are subject to the satisfaction or, to the extent or (where permitted by Applicable Law, ) written waiver of, at or prior to Closing, by the Company and Parent of the following conditions: (a) There shall not have been issued by any court of competent jurisdiction and remain in effect any restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger, nor shall any applicable Law or order been promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger by any Governmental Authority which directly or indirectly prohibits, or makes illegal the consummation of the Merger. (b) The Company 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(f) 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited;obtained. (c) the (i) The waiting period (and any extension thereof) ), and any commitments by the parties not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the CFIUS Approval early termination thereof shall have been obtained; granted and (eii) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) other Required Regulatory Approvals shall have been obtained, obtained and shall not be subject to agency reconsideration or judicial review, remain in full force and the time for any Person to petition for agency reconsideration or judicial review effect and all statutory waiting periods in respect thereof shall have expiredexpired or been terminated, in each case, without the imposition, individually or in the aggregate, of a Burdensome Condition.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Parent and Subco to consummate complete the Merger is Arrangement and to file the Arrangement Filings to give effect to the Arrangement are subject to the satisfaction of the following conditions (or, to the extent if permitted by Applicable applicable Law, waiver of, at or prior to Closing, of by the following conditions:Party for whose benefit such conditions exist): (a) the Stockholder Approval Arrangement Resolution shall have been obtained approved by the Shareholders at the Stockholder MeetingMeeting in accordance with Section 2.05; (b) no Governmental Authority of the United States or of SEC Clearance with respect to the Localities set forth on Part 7.01(f) 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(f) of the Company Disclosure Schedule Information Circular shall have been adopted that makes consummation obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Merger illegal or otherwise prohibitedCompany; (c) the waiting period (Interim Order and any extension thereof) applicable to the Merger under the HSR Act Final Order shall have expired been obtained in form and substance reasonably satisfactory to each of Parent, Subco and the Company and shall not have been set aside or been terminatedmodified in a manner that is reasonably unacceptable to such Party on appeal or otherwise; (d) the CFIUS Approval amalgamation application relating to the Arrangement and the Arrangement Filings shall have been obtainedbe in form and substance reasonably satisfactory to Parent, Subco and the Company; (e) [INTENTIONALLY OMITTED]no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority or a court of competent jurisdiction which has the effect of prohibiting the completion of the Arrangement; and (f) consents from the FCCall necessary and material governmental and regulatory clearances, PUCconsents, and Localities set forth on Part 7.01(f) of the Company Disclosure Schedule (the “Communications Consents”) or approvals shall have been obtainedreceived on terms reasonably satisfactory to each of Parent, shall not be subject to agency reconsideration or judicial review, Subco and the time for any Person to petition for agency reconsideration or judicial review shall have expiredCompany.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto TEAMM, Accentia and Sub to consummate the Merger is are subject to the satisfaction orat or prior to 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 applicable Law, waiver of, at or prior to Closing, of the following conditions: 6.1.1 this Agreement and the Transactions shall have been approved and adopted (a) by the affirmative vote of a majority of all of the outstanding shares of TEAMM Capital Stock entitled to vote thereon, such votes taken (whether at a meeting or by written consent) and determined in accordance with the Certificate of Incorporation of TEAMM and applicable Law (the “Required Stockholder Approval shall have been obtained at the Stockholder Meeting; Approval”), and (b) by the respective Boards of Directors of TEAMM, Accentia and Sub, and (c) by Accentia as the sole stockholder of Sub; 6.1.2 there shall be no claims, actions, suits, proceedings or investigations pending or threatened, against TEAMM, Accentia or Sub, before any Governmental Authority, that seek to prevent or delay the performance of this Agreement or the Transactions, or that would result in a Material Adverse Effect, and no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued enacted, issued, promulgated, enforced or entered any Law or Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining which is in effect and which has the effect of making the Transactions illegal or otherwise prohibiting consummation of the Transactions; 6.1.3 all actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule Transactions shall have been adopted made or obtained. 6.1.4 Accentia and TEAMM shall have received or be satisfied that makes each of them will receive all consents, amendments and approvals contemplated by Sections 3.3, 3.5 and 4.3, and any other consents of third parties necessary in connection with the consummation of the Merger illegal Merger, if failure to obtain any such consent would have a Material Adverse Effect or otherwise prohibited;violate any Law or Order. (c) 6.1.5 Accentia, TEAMM, and such stockholders of Accentia and TEAMM, as Accentia and the waiting period (and any extension thereof) applicable to the Merger under the HSR Act TEAMM Principals shall agree shall have expired or been terminated; entered into a Stockholders’ Agreement that provides, among other things: (da) for the CFIUS Approval shall have been obtained; (e) [INTENTIONALLY OMITTED] (f) consents from the FCC, PUC, and Localities set forth on Part 7.01(f) election of the Company Disclosure Schedule TEAMM Director (as defined herein) and (b) that all equity and debt issuances involving Accentia must be approved by a majority of the “Communications Consents”) shall have been obtained, shall not be subject to agency reconsideration or judicial review, and members of Accentia’s Board of Directors which majority must include the time for any Person to petition for agency reconsideration or judicial review shall have expiredTEAMM Director.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Buyer and Merger Subsidiary to consummate the Merger is are subject to the satisfaction orat or prior to 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 applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) this Agreement and the Stockholder Approval transactions contemplated hereby, including the Merger, shall have been obtained at approved and adopted by the Stockholder MeetingBoard of Directors of the Company; (b) this Agreement and the transactions contemplated hereby, including the Merger, shall have been approved and adopted by a majority of all shares of the Company Common Stock entitled to vote thereon, in accordance with Section 251 of the DGCL; (c) no Governmental Authority of the United States or of the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, shall have issued enacted, issued, promulgated, enforced or entered any Law or Order that is in effect (whether temporary, preliminary or permanent) restraining, enjoining which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; (d) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Merger and no Applicable Law of the United States or of the Localities set forth on Part 7.01(f) 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 shall have expired or been terminated; (d) the CFIUS Approval shall have been obtained, other than the filing of the requisite certificate of merger with the Secretary of State of the State of Delaware; (e) [INTENTIONALLY OMITTED]the Registration Statement shall be effective under the Securities Act of 1933, as amended, no stop orders suspending the effectiveness of the Registration Statement shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be existing, and all necessary clearances under the Securities Laws relating to the issuance or trading of the shares of IVI Common Stock issuable pursuant to the Merger shall have been received; and (f) consents from there shall be no action, suit, investigation or proceeding pending against, or to the FCC, PUC, and Localities set forth on Part 7.01(f) knowledge of the Company Disclosure Schedule (or Buyer, threatened against or affecting, the “Communications Consents”) shall have been obtainedCompany, shall not be subject Buyer or any of their respective officers or directors, which in any manner challenges or seeks to agency reconsideration prevent, enjoin, alter or judicial review, and materially delay the time for Merger or any Person to petition for agency reconsideration or judicial review shall have expiredof the other transactions contemplated hereby.

Conditions to the Obligations of Each Party. The obligation obligations of each party hereto the Company, Buyer and Newco to consummate the Merger is are subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of, at or prior to Closing, of the following conditions: (a) if required by the Stockholder Approval Georgia Law, this Agreement shall have been obtained at approved and adopted by the Stockholder Meetingshareholders of the Company in accordance with such Law; (b) no Governmental Authority of any applicable waiting period under the United States or of HSR Act relating to the Localities set forth on Part 7.01(f) of the Company Disclosure Schedule, in each case of competent jurisdiction over any party hereto, Merger 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(f) of the Company Disclosure Schedule shall have been adopted that makes consummation of the Merger illegal or otherwise prohibitedexpired; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the waiting period (and any extension thereof) applicable to consummation of the Merger under the HSR Act shall have expired or been terminatedMerger; (d) with respect to the CFIUS Approval obligations of Buyer and Newco, all outstanding employee stock options shall have been obtainedbe canceled upon delivery at the Effective Time of the consideration described in Section 2.05; (e) [INTENTIONALLY OMITTED]with respect to the obligations of Buyer and Newco, there shall not have been a breach of any representation or warranty of the Company set forth in Sections 4.06(b), 4.06(c), 4.11, 4.19 and 4.24 of this Agreement when made or as of immediately prior to the Effective Time, except in each case that with respect to any such representation and warranty that speaks as of a specific date or time, there shall not have been a breach thereof as of such date or time and the Company shall have performed or complied in all material respects with each covenant or agreement of it set forth in this Agreement; (f) consents from with respect to the FCCobligations of Buyer and Newco, PUCthe individuals who are party to the Consulting and Non-Competition Agreements, the forms of which are attached hereto as Exhibits A, B, C, D, E and Localities set forth F, shall have executed and delivered to Buyer counterparts to such agreements; (g) this Agreement shall not have been terminated in accordance with its terms; and (h) with respect to the obligations of Buyer and Newco, on Part 7.01(f) the one hand, the representations and warranties of the Company Disclosure Schedule contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (after giving effect to the “Communications Consents”disclosures made by the Company in any disclosure schedules delivered hereto, but disregarding any materiality qualifications contained within the body of such representations and warranties, including, without limitation, Section 4.07(d)) would not, in the aggregate, have a Material Adverse Effect and, with respect to the obligations of the Company, on the other hand, the representations and warranties of Buyer or Newco contained herein shall be true and correct as of the date hereof and as of the Effective Date as if made on and as of such date, except where the failure of such representations and warranties to be true and correct (disregarding any materiality qualifications contained within the body of such representations and warranties) would not, in the aggregate, have been obtaineda material adverse effect on the business, shall not be subject to agency reconsideration assets, condition (financial or judicial review, otherwise) or results of operations of Buyer and the time for any Person to petition for agency reconsideration or judicial review shall have expiredNewco.