Both your points are valid. Anybody who knows anything about this knows that $2.97 is a total Joke.
I also believe that uncertainty about the FCC, potential divestitures, etc. are some of the "uncertainties" that have compelled Masayoshi Son from raising his bid for Clearwire.
I also think that Son's $2.97 bid (Sprint is out of the picture in that regard and Clearwire management/board has been bought and paid for with their "golden parachute") was simply an ultra-low-ball attempt to steal the company for a price so ridiculous that he comes out great no matter WHAT the FCC, DOJ and SEC come up with.
The FCC timeline is to give a ruling on the Softbank/Sprint/Clearwire merger by the end of May. They are likely to approve with conditions. Those conditions could be minor or significant enough to change the prospects for everyone involved. It just seems that Sprint would want to know those conditions before making another offer.