Conditions to the Transaction Clause Samples

Conditions to the Transaction. Each Party shall take all reasonable actions necessary to comply promptly with all Legal Rules, which may be imposed on such Party with respect to the transactions contemplated hereby and shall promptly cooperate with and furnish information to each other Party in connection with any such requirements imposed upon each other Party or affiliate of each other Party in connection with such transactions. Each Party shall take, and shall cause its affiliates to take, all reasonable actions to obtain (and to cooperate with each other Party and its affiliates in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, or other third party, required to be obtained or made by such Party or its affiliates in connection with the transactions or the taking of any action contemplated thereby or by this Agreement

Conditions to the Transaction. Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties and in the case of the Company, upon the approval of the Company Special Committee, if permissible under Applicable Law and other than the condition set forth in ‎‎Section 7.01(a), which may not be waived by any party) at or prior to the Effective Time of each of the following conditions:

Conditions to the Transaction. A. Conditions to the Obligations of the Sellers. The obligations of the Sellers to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Sellers and may be waived by the Sellers in writing in their sole discretion without notice or liability to any Person): (i) The representations and warranties of each of the Buyer and Provectus set forth in the Transaction Agreements shall be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) when made, and shall also be true and correct in all material respects (except that each representation or warranty which contains a materiality exception or limitation shall be true and correct in all respects) at the Closing. (ii) Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Buyer and Provectus at or prior to the Closing shall have been duly and properly complied with and performed. (iii) There shall be delivered to the Sellers a certificate of each of the Buyer and Provectus executed on the Closing Date certifying that the conditions set forth in Section 8.A. and Section 8.B. have been satisfied. (iv) The Sellers shall have received each of the agreements, instruments and other documents set forth in this Agreement and each such agreement instrument, and document shall be in full force and effect. B. The obligations of the Buyer to effect the Closing shall be subject to the satisfaction at or prior to the Closing of each of the following conditions (it being understood that each such condition is solely for the benefit of the Buyer and may be waived by Buyer in writing in its sole discretion without notice or liability to any Person): (i) The Buyer shall have received each of the agreements, instruments and other documents set forth in this Agreement and each such agreement and document shall be in full force and effect. (ii) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting the Buyer’s ownership, conduct or operation of the Purchased Assets following the Closing shall be in effect. Nor shall there be pending or threatened any Legal Pr...

Conditions to the Transaction. 8.1 Conditions to the Obligations of Each Party to Consummate the Transaction. The obligations of the parties hereto to consummate the Transaction, or to permit the consummation of the Transaction, are subject to the satisfaction or, if permitted by applicable law, waiver of the following conditions: (a) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other governmental entity shall have issued any order, which is then in effect and has the effect of making the Transaction illegal or otherwise prohibiting its consummation; (b) all consents, approvals and authorizations legally required to be obtained to consummate the Transaction (including the obtaining of permits to offer securities under all applicable Blue Sky laws and all necessary tax clearance approvals from tax authorities having jurisdiction over the business of Biosource or Large Scale) shall have been obtained from all governmental entities, except where the failure to obtain any such consent, approval or authorization could not reasonably be expected to result in a change in or have an effect on the 29 of 39. 34 business of Large Scale or Biosource that is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of Biosource and its subsidiaries, taken as a whole; and 8.2 Conditions to the Obligations of Large Scale, the Management Group and the Securityholder. The obligations of Large Scale, the Management Group and the Securityholder to consummate the Transaction, or to permit the consummation of the Transaction, are subject to the satisfaction or, if permitted by applicable law, waiver of the following further conditions: (a) each of the representations and warranties of Biosource contained in this Agreement that is qualified by materiality shall be true, accurate, and complete on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be true, complete and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true, complete and correct in all material respects on and as of the Effective Time as if made at and as of the Effective Time (other than representations and warranties which address matters only as of a certain date which shall be tr...

Conditions to the Transaction. (a) The Recapitalization Transaction shall be subject to the satisfaction of the following conditions prior to or at the time the Recapitalization Transaction is implemented (the “Effective Time”) each of which is for the mutual benefit of the Companies, on the one hand, and Canso, for and on behalf of the Managed Accounts, on the other hand, and may be waived in whole or in part jointly by the Companies and Canso, for and on behalf of the Managed Accounts (provided that such conditions shall not be enforceable by the Companies or Canso, as the case may be, if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement): (i) the Interim Order shall have been obtained by August 10, 2016 (or such other date as may be agreed to by the Companies and Canso); (ii) the Plan shall have been approved by (A) the Court; and (B) the requisite majority of affected creditors and, if applicable, shareholders, in conformity with the CBCA as and to the extent required by the Court; (iii) the Plan shall have been approved pursuant to the Final Order by no later than September 30, 2016 (or such other date as may be agreed to by the Companies and Canso) and the Final Order (A) shall have been entered by the Court and (B) shall have become a final order, the implementation, operation or effect of which shall not have been stayed, varied in a manner not acceptable to the Companies or Canso, vacated or subject to pending appeal and as to which order any appeal periods relating thereto shall have expired; (iv) the Plan and all transaction documents relating to the Recapitalization Transaction and the Plan shall be in form and substance satisfactory to Canso, acting reasonably (it being specifically acknowledged by the Companies that every aspect of the Recapitalization Transaction shall be acceptable to Canso, notwithstanding that the Term Sheet references certain matters being acceptable only to the Companies and the Majority Second Lien Noteholder Supporting Parties); (v) all disclosure documents (including press releases) and definitive agreements in each case in respect of the Recapitalization Transaction shall be in form and substance acceptable to the Companies and Canso, each acting reasonably, provided that, nothing herein shall prevent a Party from making public disclosure in respect of the Recapitalization Transaction to the extent required by applicable Law; (vi) all required stakeholder, re...

Conditions to the Transaction. 6.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

Conditions to the Transaction. 8.1. Conditions to Each Party’s Obligations 71 8.2. Additional Conditions to the Obligations of the Seller and the Company Parties 72 8.3. Additional Conditions to the Obligations of the SPAC 73 8.4. Frustration of Conditions 74 9.1. Termination 74 9.2. Outside Date 76 9.3. Notice of Termination; Effect of Termination 76 10.1. No Survival 76 11.1. Notices 77 11.2. Interpretation 77 11.3. Counterparts; Electronic Delivery 78 11.4. Entire Agreement; Third-Party Beneficiaries 78 11.5. Severability 78 11.6. Other Remedies; Specific Performance 78 11.7. Governing Law 79 11.8. Consent to Jurisdiction; Waiver of Jury Trial 79 11.9. Rules of Construction 80 11.10. Expenses 80 11.11. Assignment 80 11.12. Amendment 80 11.13. Extension; Waiver 80 11.14. Non-Recourse 81 11.15. Company Legal Representation 81 11.16. Disclosure Schedules 81 Schedule I Adjusted Cash Schedule II Seller Share Consideration Number Actions Schedule III Notices Exhibit A Form of Seller Loan Note Exhibit B Pro Forma Capitalization Table This BUSINESS COMBINATION AGREEMENT is made and entered into as of March 18, 2025 (this “Agreement”), by and among (1) ▇▇▇▇ AMSTERDAM B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (▇▇▇▇▇ van Koophandel) under number 34378904 (the “Seller”), (2) ▇▇▇▇ HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law and registered with the Dutch Chamber of Commerce (▇▇▇▇▇ van Koophandel) under number 34345993 (the “Company”), (3) KYIVSTAR GROUP LTD., an exempted company with limited liability, incorporated and existing under the laws of Bermuda with registration number 202504557, with its registered office at Victoria Place, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, HM10, Bermuda, and its principal business address at Index Tower (East Tower), Unit 1703, DIFC (Dubai International Financial Center), United Arab Emirates (“New PubCo”), (4) VARNA MERGER SUB CORP., an exempted company incorporated with limited liability in the Cayman Islands with registration number 419635 (the “Merger Sub” and, together with the Company and New PubCo, the “Company Parties”), and (5) ▇▇▇▇▇ CIRCLE ACQUISITION CORP. I, a Cayman Islands exempted company (company number 382528) (the “SPAC”). Each Company Party and the SPAC will individually be referred to herein as a “Party” and, collectively, ...

Conditions to the Transaction. The consummation of the Merger shall be subject to the fulfillment of each of the following conditions: (a) The preparation, execution and delivery of the Definitive Agreements, in form and substance reasonably satisfactory to each of U S WEST and AirTouch. (b) AirTouch and U S WEST shall agree on the principal terms and conditions of the indebtedness to be used to refinance existing indebtedness of U S WEST and retained by U S WEST in connection with the Contribution. (c) Prior to execution of Definitive Agreements, the completion to each party's satisfaction of its review of the properties, records, financial statements and operations (including legal, regulatory, tax and accounting due diligence) of U S WEST and the Domestic Wireless Business (in the case of AirTouch) and AirTouch (in the case of U S WEST). (d) The receipt of all necessary regulatory, judicial and other governmental approvals and all required material consents of third parties required for the consummation of the Transaction, including the receipt of an advance letter ruling from the Internal Revenue Service that (1) the Restructuring and the Contribution and distribution of shares of capital stock of New U S WEST to stockholders of U S WEST pursuant to the Merger will qualify as tax-free transactions within the meaning of Sections 332, 355 and 368(a)(1)(D) of the Code and (2) the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. (e) The approval of the Transaction and the Definitive Agreements by the Boards of Directors of

Conditions to the Transaction. Section 7.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO CONSUMMATE THE TRANSACTION. The respective obligations of each party to consummate the Transaction shall be subject to the fulfillment (or waiver by all parties) at or prior to the Closing Date of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) 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 Transaction and/or the other transactions contemplated by this Agreement shall be in effect.