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

Conditions to Obligations of Each Party. At each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation The obligations of the Company Company, Parent and Merger Subsidiary to sell and issue consummate the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilledapproved and adopted by the shareholders of the Company in accordance with Minnesota Law, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties issuance of the transactions contemplated by this Agreement to be consummated at such Closing shares of Parent Stock in the Merger shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated approved by the Transaction Documents shall have expired or been terminated.stockholders of Parent in accordance with the Nasdaq National Market rules; (b) No there shall not have been any action taken, or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federalstatute, staterule, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunctionregulation, judgment, orderinjunction, decreeorder or decree proposed, ruling enacted, enforced, promulgated or charge issued, by any court, government or governmental authority or agency, domestic, foreign or supranational, other than the application of the waiting period provisions of the HSR Act to the Merger and other non-U.S. antitrust waiting periods, which would (i) prevent the consummation of any of the Merger or the transactions contemplated by this Agreement, or (ii) cause any of create a Material Adverse Effect on Parent, the transactions contemplated by this Agreement to be rescinded following consummation Company or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser.Surviving Corporation; (c) There any waiting period under the HSR Act or material non-U.S. antitrust waiting periods relating to the Merger shall have expired or been terminated; (d) the Registration Statement shall have been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no temporary restraining orderproceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Parent Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, preliminary injunction subject to official notice of issuance; (f) all actions by or permanent injunction in respect of, or other order preventing filings with, any governmental body, agency, official or authority, domestic, foreign or supranational, required to permit the consummation of the transaction contemplated by this Agreement to be completed at Merger, including, without limitation the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval CLEC Approvals, shall have been taken, made or obtained; provided provided, however, that receipt of the Company Stockholder Approval any such actions or filings shall not be a condition deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any governmental or regulatory authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such governmental or regulatory authority; provided further, that the conditions set forth in this Section 9.01(f) shall be deemed satisfied with respect to the transactions CLEC Approvals if the failure to obtain any such CLEC Approvals shall not constitute a material violation of law; (g) the receipt by the Company of a written opinion from ▇▇▇▇▇▇▇, Street and Deinard Professional Association and the receipt by Parent from Holland & ▇▇▇▇, LLP in form and substance reasonably satisfactory to each of them to the effect that the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provision of Section 368(a) of the Code and that each of Parent, Merger Subsidiary and the Company will be a party to the reorganization within the meaning of Section 368(a) of the Code; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b) and if, due to such revision, Section 368(a) of the Code would not be applicable, the opinions required by this Section 9.01(g) shall be to the effect that the transaction will be treated as a transfer to a controlled corporation qualifying under the provisions of Section 351 of the Code. In rendering such opinion, such counsel shall be entitled to rely upon representations of officers of Parent and the Company substantially in the form of Exhibits B and C hereto; provided, however, that if Parent revises the structure of the Merger in accordance with Section 2.01(b), the representations of officers of Parent and the Company relied upon by such counsel shall be in a form reasonably acceptable to Parent and the Company. Notwithstanding the foregoing, if counsel to either party does not render such opinion, this condition shall nonetheless be deemed to be consummated at satisfied with respect to such party if counsel to the First Closingother party renders such opinion to such party.

Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall Merger will be subject to the satisfaction or waiver, on written waiver (where permissible) at or prior to the relevant Closing Date, Effective Time of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt . (b) (i) The waiting period applicable to the consummation of the Company Stockholder Approval Merger under the HSR Act (and any customary timing agreement with any Governmental Entity to toll, stay, or extend any such waiting period, or to delay or not to consummate the Merger contemplated by this Agreement entered into in connection therewith) shall not be a condition to the transactions have expired or been terminated and (ii) all consents, registrations, notices, waivers, exemptions, approvals, confirmations, clearances, permits, certificates, orders, and authorizations required to be consummated at obtained from, or delivered to, as applicable, the First ClosingFAA, the DOT, and the FCC in connection with the consummation of the Merger shall have been obtained or delivered, as applicable. (i) No Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action (whether temporary, preliminary or permanent) enjoining or otherwise prohibiting the making or consummation of the Merger and (ii) there shall be no Law in effect which makes the Merger illegal or prohibits or otherwise prevents the consummation of the Merger. (d) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect and no proceeding to that effect shall have been commenced or threatened unless subsequently withdrawn. (e) The shares of Parent Common Stock to be issued in the Merger shall have been authorized and approved for listing on NASDAQ (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent’s Board of Directors, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any majority of the Shares by Purchaserstockholders of Company as required under the DGCL. (c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company. (f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.

Conditions to Obligations of Each Party. At each Closing, 4.1 The Company’s obligation to complete the obligation sale and issuance of Purchaser to purchase the Shares to be acquired the Subscriber at such the Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be is subject to the satisfaction or waiver, fulfillment on or prior to the relevant Closing Date, of each of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) All statutory requirements for the valid consummation The representations and warranties made by the Parties Subscriber in Article 2 hereof shall be true and correct when made, and shall be true and correct on and as of the transactions contemplated Closing Date. (b) All covenants, agreements and conditions contained in this Agreement to be consummated at performed by the Subscriber on or prior to such Closing sale and issuance shall have been fulfilled, and performed or complied with in all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchasermaterial respects. (c) There shall not then be no temporary restraining order, preliminary injunction or permanent injunction in effect any legal or other order preventing enjoining or restraining the consummation of the transaction transactions contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effectAgreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting the issuance and sale of the Shares or requiring any consent or approval of any person which shall not have been obtained to issue or sell the Shares, or in either case to otherwise consummate the transactions contemplated hereby (except as otherwise provided in this Agreement). (e) The Company Stockholder Approval shall have received the License executed by the Subscriber. 4.2 The Subscriber’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing of the following conditions, which conditions may be waived at the option of the Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article 3 hereof shall be true and correct when made, and shall be true and correct on and as of the Closing Date (except for any representation or warranty that speaks as of a specific date, which shall be true and correct as of such date). (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to such purchase shall have been obtained; provided that receipt of performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the Company Stockholder Approval transactions contemplated by this Agreement. (d) There shall not be a condition in effect any law, rule or regulation prohibiting or restricting the issuance and sale of the Shares or requiring any consent or approval of any person which shall not have been obtained to issue or sell the Shares, or in either case to otherwise consummate the transactions to be consummated at the First Closingcontemplated hereby (except as otherwise provided in this Agreement).

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have stockholders of Company as required under the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserURBCA. (c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company. (f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Date of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been duly authorized by this Agreement, (ii) cause any the boards of directors of the transactions contemplated by Company, Pubco and Merger Sub. The Merger and this Agreement to be rescinded following consummation or (iii) shall have been approved by the effect Required Company Stockholder Vote and by Pubco as the sole stockholder of making illegal the purchase of, or payment for, any of the Shares by PurchaserMerger Sub. (c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Pubco or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Pubco or Merger Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Pubco or any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of trading on the New York Stock Exchange, the Nasdaq Stock Markets or American Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, in the reasonable discretion of the Company. (f) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Pubco Preferred Stock pursuant to the Merger. (g) The parties to the Leak-Out Agreement shall have executed and delivered the same with Pubco.

Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each Effective Time of the following conditions: (a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the Stockholders in accordance with Delaware Law and California Law and the Company’s certificate of incorporation. (b) No provision of any applicable law or regulation and no judgment, and all consentsinjunction, authorizationsorder or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger. (c) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation of the Merger shall have been taken, made or obtained. (d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by Parties of or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to have a Material Adverse Effect on the Company or Parent. (e) There shall not be consummated at instituted or pending any action or proceeding (or any investigation or other inquiry that would reasonably be expected to result in such Closing shall have been obtainedaction or proceeding) before any Governmental Authority, includingor by any other Person, but not limited todomestic, that foreign or supranational, before any court or governmental authority or agency of competent jurisdiction, domestic, foreign or supranational, seeking to restrain, prohibit or otherwise interfere with the required ownership or operation by Parent or any of its Subsidiaries of all or any material portion of the business or assets of the Company or any of its Subsidiaries or of Parent or any of its Subsidiaries, or to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries, or of Parent or any of its Subsidiaries. (f) Any applicable waiting period under Antitrust Laws applicable the HSR Act relating to the consummation of the transactions contemplated by the Transaction Documents hereby shall have expired or been terminated. (bg) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any The issuance of the transactions contemplated by this Agreement, (iishares of Parent Common Stock in the Merger shall either be exempt from registration pursuant to the exemption contained in Section 3(a)(10) cause any of the transactions contemplated by this Agreement to 1933 Act or be rescinded following consummation or (iii) have registered under the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser1933 Act. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing transactions contemplated hereby shall be subject to the satisfaction or waiver, on fulfillment at or prior to the relevant Closing Date, of each Effective Date of the following conditions: (a) All statutory requirements Regulatory approval for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents hereby shall have expired been obtained from the FRB and any other governmental authority from whom approval is required, and the applicable waiting periods, if any, under all statutory or been terminatedregulatory waiting periods shall have lapsed. None of such approvals shall contain any conditions or restrictions that United reasonably believes will materially restrict or limit the business or activities of United, Chouteau or the Subsidiaries or have a material adverse effect on, or would be reasonably likely to have a material adverse effect on, the business, operations or financial condition of United and its subsidiaries, taken as a whole, on the one hand, or Chouteau and the Subsidiaries, taken as a whole, on the other hand. (b) No action injunction or claim other order entered by a state or federal court of competent jurisdiction shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge have been issued and remain in effect which would (i) prevent impair the consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaserhereby. (c) There shall be have been no temporary restraining orderlaw, preliminary injunction statute, rule or permanent injunction regulation, domestic or other order preventing foreign, enacted or promulgated which would materially impair the consummation of the transaction transactions contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effecthereby. (d) The Company Stockholder Approval No party hereto shall have terminated this Agreement as permitted herein. (e) United shall have been obtained; provided that receipt of registered as a bank holding company under the Company Stockholder Approval BHC Act. (f) There shall not be a condition threatened, instituted or pending any action or proceeding before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly to restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with the transactions contemplated hereby. (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or other court, government or governmental authority or agency, which would reasonably be expected to be consummated at result, directly or indirectly, in any of the First Closingconsequences referred to in Section 6.1(f).

Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Stock Purchase shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each Date of the following conditions, any and all of which may be waived in whole or in part by any Party to the extent permitted by applicable law: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing No law, statute, rule, order, decree or regulation shall have been fulfilledenacted or promulgated by any Government Entity of competent jurisdiction which declares this Agreement invalid or unenforceable in any material respect or which permanently restrains, enjoins or otherwise prohibits consummation of the Stock Purchase and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the other material transactions contemplated by this Agreement to be consummated at such Closing and the Related Agreements; (b) All government consents, orders and approvals required for the consummation of the Stock Purchase and the other transactions contemplated by this Agreement and the Related Agreements as specified in Section 3.2(d) of the Company Disclosure Schedule, Section 3.1(c) of the Stockholders' Disclosure Schedule or Section 3.3(c) of the Buyer Disclosure Schedule, shall have been obtained, includingshall not impose upon the Company or the Buyer any terms or conditions which are unreasonably burdensome to the Buyer or to the business of the Company as currently conducted or as currently contemplated to be conducted by the Company and shall be in effect on the Closing Date; (c) No action, but not limited to, that the required waiting period under Antitrust Laws applicable suit or proceeding before any Governmental Entity shall have been instituted or threatened which seeks to prevent or delay the consummation of the transactions contemplated by Stock Purchase and the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the other material transactions contemplated by this Agreement and the Related Agreements or which challenges the validity or enforceability of this Agreement, which actions or proceedings are reasonably likely to be rescinded following consummation or (iii) have result in an adverse judgment in the effect reasonable opinion of making illegal counsel to the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect.Buyer; and (d) The Company Stockholder Approval the amendment to the Company's Articles of Association as provided in Section 2.3(b)(ii) shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingduly effected.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Effective Time of the following conditionsconditions set forth in the paragraphs below: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Effective Time remain, duly authorized by this Agreement, (ii) cause any the boards of directors of the transactions contemplated by Company, Pubco and Merger Sub. Further, the Merger and this Agreement to be rescinded following consummation or (iii) shall have been approved by Pubco as the effect sole stockholder of making illegal the purchase of, or payment for, any of the Shares by PurchaserMerger Sub. (c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Pubco or Merger Sub of all or a material portion of the business or assets of the Company, or to compel Pubco or Merger Sub or any of their respective subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Pubco or any Pubco Subsidiary or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of trading on the New York Stock Exchange, the Nasdaq Stock Markets or American Stock Exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, in the reasonable discretion of the Company. (f) There shall be consummated at available exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration. (g) The appropriate parties to the registration rights letter agreement referenced in Section 5.13 shall have executed and delivered such letter agreement. (h) The parties to the Option Agreement shall have executed and delivered the same with Pubco. (i) A duly authorized officer of Merger Sub shall have executed the Certificate of Merger for filing with the appropriate state authorities.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to perform this Agreement and consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing Merger and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be other transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions:, unless waived in accordance with Section 13.6(a) and Section 13.6(b) hereof. (a) All statutory requirements for corporate action necessary by TARGET to authorize the valid execution, delivery and performance of this Agreement and the consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing hereby shall have been fulfilledduly and validly taken. (b) All Consents of, filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect, and all consentswaiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including, authorizationswithout limitation, permitsrequirements relating to the raising of additional capital or the disposition of Assets) which, waivers and approvals (including in the reasonable judgment of all U.S. federalthe Board of Directors of either Party, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit would so materially adversely impact the consummation by Parties economic or business benefits of the transactions contemplated by this Agreement so as to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to render inadvisable the consummation of the transactions contemplated Merger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by the Transaction Documents shall have expired or been terminatedany Regulatory Authority in connection with similar transactions. (bc) Each Party shall have obtained any and all Consents required for consummation of the Merger or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party. (d) No action or claim shall be pending or threatened before any court or quasi-judicial governmental or administrative agency regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any federalLaw or Order (whether temporary, statepreliminary or permanent) or taken any other action which prohibits, local materially restricts or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent makes illegal consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (ce) There shall be no temporary restraining order, preliminary injunction All necessary approvals under state securities Laws or permanent injunction the 1933 Act or other order preventing 1934 Act relating to the consummation issuance or trading of the transaction contemplated by this Agreement shares of PURCHASER Common Stock issuable pursuant to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval Merger shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingreceived.

Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to effect the obligation of Purchaser transactions contemplated hereby to purchase occur at the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be subject to the satisfaction or waiveror, on or prior to the relevant Closing Dateextent permitted by Applicable Law, mutual waiver of each of the following conditions: (ai) All statutory requirements of any Applicable Law necessary for the valid consummation by the Parties of the transactions contemplated in this Agreement herein to be consummated occur at such the Closing shall have been fulfilled, including without limitation, the termination or expiration of the applicable waiting period, and all consentsany extensions thereof, authorizationsunder the HSR Act, permits, waivers and approvals (including without the filing of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required any injunctive action or the taking of any other action by the Federal Trade Commission or the Department of Justice objecting to be obtained in order to permit the consummation by Parties of or challenging the transactions contemplated by this Agreement to Agreement), and (ii) all filings, registrations and notices with, and consents, approvals and orders of, Governmental Authorities required be consummated at such Closing obtained from any Governmental Authority under any Applicable Law shall have been made or obtained, includingin each case in order to permit each Seller, but IHF or the Buyer to consummate the transactions contemplated hereby to occur at the Closing (other than any requirement, filing, registration, notice, consent, approval or order, of which the nonfulfillment or failure to make or obtain would not limited toreasonably be expected to have a Material Adverse Effect on the Sellers, that the required waiting period under Antitrust Laws applicable to Buyer or the BBSI Business); and b. No temporary restraining order, preliminary or permanent injunction or other order issued by any Governmental Authority of competent jurisdiction preventing the consummation of the transactions contemplated by hereby to occur at the Transaction Documents shall have expired or been terminated. (b) No action or claim Closing shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, Party to perform this Agreement and consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing Merger and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be other transactions contemplated hereby are subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions, unless waived by both Parties pursuant to Sections 12.6(a) and 12.6(b) of this Agreement: (a) All statutory requirements for corporate action necessary by TARGET to authorize the valid execution, delivery and performance of this Agreement and the consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing hereby shall have been fulfilledduly and validly taken. (b) All Consents of, filings and registrations with, and notifications to, all Regulatory Authorities required for consummation of the Merger shall have been obtained or made and shall be in full force and effect, and all consentswaiting periods required by Law shall have expired. No Consent obtained from any Regulatory Authority which is necessary to consummate the transactions contemplated hereby shall be conditioned or restricted in a manner (including, authorizationswithout limitation, permitsrequirements relating to the raising of additional capital or the disposition of Assets) which, waivers and approvals (including in the reasonable judgment of all U.S. federalthe Board of Directors of either Party, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit would so materially adversely impact the consummation by Parties economic or business benefits of the transactions contemplated by this Agreement so as to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to render inadvisable the consummation of the transactions contemplated Merger; provided, however, that no such condition or restriction shall be deemed to be materially adverse unless it materially differs from terms and conditions customarily imposed by the Transaction Documents shall have expired or been terminatedany Regulatory Authority in connection with similar transactions. (bc) Each Party shall have obtained any and all Consents required for consummation of the Merger (other than those referred to in Section 9.3 of this Agreement) or for the preventing of any Default under any Contract or Permit of such Party which, if not obtained or made, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on such Party. (d) No action or claim shall be pending or threatened before any court or quasi-judicial governmental or administrative agency regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any federalLaw or Order (whether temporary, statepreliminary or permanent) or taken any other action which prohibits, local materially restricts or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent makes illegal consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (ce) There shall be no temporary restraining order, preliminary injunction All necessary approvals under state securities Laws or permanent injunction the 1933 Act or other order preventing 1934 Act relating to the consummation issuance or trading of the transaction contemplated by this Agreement shares of PURCHASER Common Stock issuable pursuant to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval Merger shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closingreceived.

Conditions to Obligations of Each Party. At each the Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. issued at such the Closing shall be subject to the satisfaction or waiver, on or prior to the relevant Closing Date, of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such the Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such the Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At The obligations of each Closing, party to this Agreement to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be Merger are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each Effective Time of the following conditions: (a) All statutory requirements for This Agreement and the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Merger shall have been fulfilledapproved and adopted by the Stockholders in accordance with Delaware Law and the Company Charter. (b) No provision of any applicable law or regulation and no judgment, and all consentsinjunction, authorizationsorder or decree issued by any court or governmental body having competent jurisdiction shall prohibit the consummation of the Merger. (c) All actions by or in respect of, permitsor filings with, waivers and approvals (including of all U.S. federalany governmental body, state and local and non-U.S. governmental agencies and authorities) agency, official or authority, domestic, foreign or supranational, required to be obtained in order to permit the consummation of the Merger shall have been taken, made or obtained. (d) No claim, action, suit, arbitration, inquiry, proceeding or investigation by Parties of or before any United States, federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a “Governmental Authority”) shall have been threatened by, or commenced before, any Governmental Authority against either the Company or Parent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which is reasonably likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or which could reasonably be expected to be consummated at such Closing shall have been obtained, including, but not limited to, that a Material Adverse Effect on the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired Company or been terminatedParent. (be) No There shall not be instituted or pending any action or claim shall proceeding (or any investigation or other inquiry that would reasonably be pending expected to result in such action or threatened proceeding) before any Governmental Authority, or by any other Person, domestic, foreign or supranational, before any court or quasi-judicial governmental authority or administrative agency of any federalcompetent jurisdiction, statedomestic, local foreign or foreign jurisdiction supranational, seeking to restrain, prohibit or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling otherwise interfere with the ownership or charge would (i) prevent consummation of operation by Parent or any of its Subsidiaries of all or any material portion of the transactions contemplated by this Agreement, (ii) cause business or assets of the Company or the Company Subsidiary or of Parent or any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase ofits Subsidiaries, or payment for, to compel Parent or any of its Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of the Shares by Purchaserbusiness or assets of the Company or the Company Subsidiary, or of Parent or any of its Subsidiaries. (cf) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing Parent and the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of agreed in writing upon the Final Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First ClosingCash Amount in accordance with Section 6.08(b).

Conditions to Obligations of Each Party. At The obligations of each Closing, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company Parties to sell and issue consummate the Shares to be sold and issued at such Closing shall be transactions contemplated herein are subject to the satisfaction or waiver, on at or prior to the relevant Closing Date, of each of the following conditions set forth below; provided, however, that notwithstanding the failure of any one or more of such conditions, each Party may nevertheless proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions, but only if a written waiver thereof is executed by such Party: (i) No Legal Requirement or Judgment enacted, entered, promulgated, enforced or issued by a Governmental Entity or other legal restraint or prohibition preventing the purchase and sale of the Purchased Assets shall be in effect; (ii) No Proceeding, except as set forth on Schedules 2.1.5, 5.6, and 5.10, shall be pending seeking to restrain, prohibit or declare illegal, or seeking substantial Damages in connection with: (a) All statutory requirements for the valid consummation by the Parties any of the transactions contemplated hereby or by the Related Agreements; (b) the ownership by Valero (including enjoyment of any rights relating thereto) of the Purchased Assets at and after the Closing; or (c) the operation of the Assets by Valero at and after the Closing in this Agreement to be consummated at such Closing a manner consistent with Mobil's Past Operating Standards; (iii) The Related Agreements shall have been fulfilledexecuted and delivered by the parties thereto, and shall constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors rights generally and by general equity principles. The parties to the Related Agreements shall have performed all consentsacts, authorizations, permits, waivers made all payments and approvals (including of executed and delivered all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required documents that are to be obtained in order performed, made or executed by each of them or on their behalf at or prior to permit the consummation by Parties of the transactions contemplated by this Agreement Closing pursuant to be consummated at such Closing shall have been obtained, including, but not limited to, that the required agreements; and (iv) The waiting period under Antitrust Laws applicable to the consummation Hart-Scott-Rodin▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇vements Act of the transactions contemplated by the Transaction Documents 1976 shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing Merger shall be subject to the satisfaction (or waivermutual waiver by both the Company and Parent, on if permissible under Law) at or prior to the relevant Closing Date, Effective Time of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing shall have been fulfilled, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminated. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided . (i) The consummation of the Transactions shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent) that receipt continues to be in effect of any court of competent jurisdiction or any other Governmental Entity, and (ii)(A) there shall be no pending Proceeding before any court of competent jurisdiction pursuant to which any Governmental Entity of Canada, Germany, Italy or the United Kingdom competent of administering the applicable Local National Security Laws of the applicable jurisdiction is seeking to restrain, enjoin or prohibit, in whole or in part, the consummation of the Transactions, or to impose or require any limitations or restrictions on, or obligations with respect to, the right of Parent effectively to control or operate its or any of its affiliates’ business (including, after the Effective Time, the business of the Company Stockholder Approval and its Subsidiaries) or assets (including, after the Effective Time, the assets of the Company and its Subsidiaries) (in each case, whether temporary, preliminary or permanent) and (B) there shall not be in effect any Law enacted or promulgated by any Governmental Entity that prevents the consummation of the Transactions. (c) (i) Any applicable waiting period, together with any extensions thereof, under the HSR Act or under any timing agreement entered into among Parent, Merger Sub, the Company and the relevant U.S. Governmental Entity prohibiting the consummation of the Merger before a condition specified time shall have expired or been terminated and (ii) the Orders, approvals or expirations of waiting or notification periods required to consummate the transactions to be consummated at Merger under the First ClosingLaws listed on Section 6.1(c) of the Company Disclosure Letter shall have occurred or been granted, as applicable. (d) The French Foreign Investment Clearance shall have been obtained and shall remain in full force and effect.

Conditions to Obligations of Each Party. At Under This Agreement. The respective obligations of each Closing, party to consummate the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall Merger will be subject to the satisfaction or waiver, on written waiver at or prior to the relevant Closing Date, Effective Time of each of the following conditions: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this This Agreement to be consummated at such Closing shall have been fulfilledadopted by the Company’s stockholders by the Required Vote, and all consents, authorizations, permits, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing Information Statement shall have been obtained, including, but not limited to, that cleared by the required SEC and been mailed to stockholders of the Company (in accordance with Regulation 14C of the Exchange Act) at least twenty calendar days prior to the Closing. (b) The waiting period under Antitrust Laws applicable to the consummation of the transactions contemplated by Merger under the Transaction Documents HSR Act shall have expired or been earlier terminated. (bi) No Specified Governmental Entity shall have issued an Order or taken any other action restraining, enjoining or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent otherwise prohibiting the consummation of any of the transactions contemplated by this AgreementMerger or imposing a Non-Required Remedy, (ii) cause there shall not be pending, or threatened in writing, any Proceeding by any Specified Governmental Entity seeking to restrain or prohibit the consummation of the Merger or to impose a Non-Required Remedy, other than in connection with any Proceeding involving the Company or any of its officers or directors relating to this Agreement or the transactions contemplated hereby which is brought by this Agreement to be rescinded following consummation or on behalf of stockholders of the Company, whether as an individual or a purported class or derivative action; and (iii) have there shall be no statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a Governmental Entity to the Merger, other than the application to the Merger of applicable waiting periods under the HSR Act, that has the effect of making the Merger illegal or which has the purchase of, effect of prohibiting or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order otherwise preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effectMerger or imposing a Non-Required Remedy. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At (other than the Company). The obligations of each ClosingParty, the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of other than the Company to sell and issue consummate the Shares to be sold and issued at such Closing shall be are subject to the satisfaction (or waiverwaiver by each Party, on or prior to other than the relevant Closing Date, of each Company) of the following conditions: (a) All statutory requirements for any applicable waiting period (and any extension thereof) and any agreement with any Governmental Authority not to close the valid consummation by transaction under any Antitrust or Competition Law relating to the Parties of the transactions contemplated in this Agreement to be consummated at such Closing Contemplated Transactions shall have expired or been fulfilled, terminated and all consents, authorizations, permits, waivers and any necessary approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing under any Antitrust or Competition Law shall have been obtained, includingand there shall not be (i) any pending action or proceeding in which a Governmental Authority is seeking to enjoin the Contemplated Transactions, but not limited to(ii) a final, nonappealable order entered by a Governmental Authority that enjoins or otherwise prohibits the Contemplated Transactions or (iii) an investigation by a Governmental Authority is pending or threatened; (b) no provision of any Applicable Law and no judgment, injunction, order or decree issued by a court or other Governmental Authority of competent jurisdiction shall prohibit the Closing; (c) no action or proceeding shall be pending before any court or other Governmental Authority that seeks to prohibit the Closing, or impose damages or obtain other relief in connection with the Contemplated Transactions that (i) is brought by any Governmental Authority having jurisdiction in respect thereof or (ii) is brought by any Person (other than a Governmental Authority) if in the case of this clause (ii) such action or proceeding reasonably could be expected to prohibit the Closing or result in a Material Adverse Effect on either of the Parents or the Business; (d) all actions by or in respect of, or filings with, any Governmental Authority required waiting period under Antitrust Laws applicable to permit the consummation of the transactions Closing shall have been taken or made; (e) the Company shall have in place the Facility; and (f) the consents, approvals or permits contemplated by the Transaction Documents shall have expired or been terminated. (bSchedule 10.01(f) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have the effect of making illegal the purchase of, or payment for, any of the Shares by Purchaser. (c) There shall be no temporary restraining order, preliminary injunction or permanent injunction or other order preventing the consummation of the transaction contemplated by this Agreement to be completed at the applicable Closing issued by any court that remains in effect. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval shall not be a condition to the transactions to be consummated at the First Closing.

Conditions to Obligations of Each Party. At The respective obligations of each Closing, party to effect the obligation of Purchaser to purchase the Shares to be acquired at such Closing and the obligation of the Company to sell and issue the Shares to be sold and issued at such Closing shall be transactions contemplated hereby are subject to the satisfaction fulfillment or waiver, on waiver at or prior to the relevant Closing Date, of each Merger Time of the following conditionsconditions set forth in the paragraphs below: (a) All statutory requirements for the valid consummation by the Parties of the transactions contemplated in this Agreement to be consummated at such Closing There shall have been fulfilledno law, and all consentsstatute, authorizationsrule or regulation, permitsdomestic or foreign, waivers and approvals (including of all U.S. federal, state and local and non-U.S. governmental agencies and authorities) required to be obtained in order to permit the consummation by Parties of the transactions contemplated by this Agreement to be consummated at such Closing shall have been obtained, including, but not limited to, that the required waiting period under Antitrust Laws applicable to enacted or promulgated which would prohibit or make illegal the consummation of the transactions contemplated by the Transaction Documents shall have expired or been terminatedhereby. (b) No action or claim shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any This Agreement and all of the transactions contemplated hereby shall have been, and shall at the Merger Time remain, duly authorized by the Boards of Directors of Company, Parent and Merger Subsidiary. Further, the Merger and this AgreementAgreement shall have been approved by Parent, (ii) cause any as the sole stockholder of Merger Subsidiary, and by the approval of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have stockholders of Company as required under the effect of making illegal the purchase of, or payment for, any of the Shares by PurchaserDGCL. (c) There shall not be no temporary restraining orderthreatened, preliminary injunction instituted or permanent injunction pending any action or other order preventing proceeding before any court or governmental authority or agency: (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transaction transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (ii) seeking to prohibit direct or indirect ownership or operation by Parent or Merger Subsidiary of all or a material portion of the business or assets of Company, or to compel Parent or Merger Subsidiary or any of their respective subsidiaries or Company to dispose of or to hold separately all or a material portion of the business or assets of Parent or Merger Subsidiary or of Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to be completed at and materially adversely affecting the applicable Closing issued by any court that remains in effecttransactions contemplated hereby. (d) The Company Stockholder Approval shall have been obtained; provided that receipt of the Company Stockholder Approval There shall not be a condition any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c). (e) There shall not have occurred any general suspension of quotation on the over-the-counter markets or trading on any national exchange, or any general bank moratorium or closing or any war, national emergency or other event affecting the economy or securities trading markets generally that would make completion of the Merger impractical, as determined in the reasonable discretion of Company. (f) There shall be consummated at available a good faith claim for exemptions from the First Closingregistration requirements of the Securities Act and all applicable blue sky laws for the offer and issuance of the Merger Consideration.