Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Nuance, of the following conditions:
(a) The board of directors of Nuance shall have authorized and approved the Contribution and Distribution and not withdrawn such authorization and approval, and shall have declared the dividend of SpinCo Common Stock to Nuance stockholders.
(b) Each Ancillary Agreement shall have been executed by each party to such agreement.
(c) The SpinCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Nuance, subject to official notice of issuance.
(d) The Commission shall have declared effective the Form 10, no stop order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission.
(e) Nuance shall have received the written opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, which shall remain in full force and effect, that, subject to the accuracy of and compliance with the relevant Representation Letter, the Distribution will qualify for Tax-Free Status.
(f) The Separation Transactions shall have been completed in accordance with the Separation Step Plan (other than those steps that are expressly contemplated to occur at or after the Distribution).
(g) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Nuance shall have occurred, or failed to occur, that prevents the consummation of the Distribution.
(h) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the board of directors of Nuance, would result in the Distribution having a material adverse effect on Nuance or the stockholders of Nuance.
(i) The actions set forth in Sections 4.01(b), (f), (g) and (h) shall have been completed. The foregoing conditions are for the sole benefit of Nuance and shall not give rise to or create any duty on the part of Nuance or the Nuance board of directors to waive, or not waive, such conditions or in any way limit the...
Conditions Precedent to Consummation of the Distribution. The Distribution shall not be effected unless and until the following conditions have been satisfied or waived by STWD, in its sole and absolute discretion, at or before the Effective Time:
(a) the board of directors of STWD shall have declared the Distribution, which declaration may be made or withheld at its sole and absolute discretion;
(b) the Registration Statement shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC;
(c) STWD shall have mailed the Information Statement (and such other information concerning SWAY, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the Record Holders;
(d) all other actions and filings necessary or appropriate under applicable federal or state securities Laws and state blue sky Laws in connection with the Transactions shall have been taken;
(e) STWD shall have obtained an opinion from Sidley Austin LLP, in form and substance reasonably satisfactory to STWD, to the effect that, commencing with STWD’s initial taxable year that ended on December 31, 2009, STWD has been organized in conformity with the requirements for qualification as a REIT under the Code, and its actual method of operation through the date of this letter has enabled, and its proposed method of operation will enable, it to meet the requirements for qualification and taxation as a REIT;
(f) SWAY shall have obtained an opinion from Sidley Austin LLP, in form and substance reasonably satisfactory to SWAY, to the effect that, commencing with SWAY’s initial taxable year ending on December 31, 2014, SWAY will be organized in conformity with the requirements for qualification as a REIT under the Code, and its proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT;
(g) STWD shall not be required to register as an investment company under the Investment Company Act;
(h) SWAY shall not be required to register as an investment company under the Investment Company Act;
(i) the NYSE shall have approved the NYSE Listing Application, subject to official notice of issuance;
(j) SWAY and the SWAY Manager shall have executed and delivered the SWAY Management Agreement;
(k) the Ancillary Agreements shall have been executed and delivered by each of the parties thereto and no party to any of the Ancillary Agreements will be in ma...
Conditions Precedent to Consummation of the Distribution. The obligation of Vishay to effect the Distribution is subject to the satisfaction or the waiver by Vishay, in its sole and absolute discretion, of each of the following conditions:
Conditions Precedent to Consummation of the Distribution. The Distribution shall not be effected unless and until the following conditions have been satisfied or waived by DevCo, in its sole and absolute discretion, at or before the Effective Time:
(a) (x) the DevCo Board shall have declared the SpinCo Distribution, which declaration may be made or withheld in its sole and absolute discretion, (y) SpinCo OP GP, as general partner of SpinCo OP, shall have declared the DevCo OP Distribution and (z) SpinCo and its applicable Subsidiaries shall have declared the Internal Distribution;
(b) the Registration Statements shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC;
(c) DevCo shall have mailed the DevCo OP Information Statement and the SpinCo Information Statement (and such other information concerning SpinCo, DevCo OP, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the applicable Record Holders or shall have caused to be mailed the notice of internet availability of the DevCo OP Information Statement and the SpinCo Information Statement to the applicable Record Holders as contemplated by Section 3.1(c);
Conditions Precedent to Consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ALTISOURCE, of the following conditions:
(a) Each Ancillary Agreement shall have been executed by each party thereto and shall be in force and effect.
(b) The Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission and the Information Statement shall have been mailed to Record Holders.
(c) The AAMC Common Stock shall be quoted on the OTC or a national securities exchange, subject to official notice of issuance.
Conditions Precedent to Consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by NorthStar Realty, of the following conditions:
Conditions Precedent to Consummation of the Distribution. In addition to Parent’s rights under Section 4.03, the Distribution shall not occur unless each of the following conditions shall have been satisfied (or waived by Parent, in whole or in part, in its sole and absolute discretion):
Conditions Precedent to Consummation of the Distribution. The obligations of the parties to use their reasonable best efforts to consummate the Distribution (the date of the distribution as determined by Sxxx Xxx in its discretion, is referred to as the “Distribution Date”) shall be conditioned on the satisfaction of the following conditions and any other conditions as are determined by Sxxx Xxx, in its discretion:
Conditions Precedent to Consummation of the Distribution. In no event shall the Distribution occur unless each of the conditions set forth below shall have been satisfied (or waived by Parent, in whole or in part, in its sole and absolute discretion). The conditions set forth below are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive any such condition.
Conditions Precedent to Consummation of the Distribution. The Distribution shall not be effected unless and until the following conditions have been satisfied or waived by HCP, in its sole and absolute discretion, at or before the Effective Time:
(a) the board of directors of HCP shall have declared the Distribution, which declaration may be made or withheld in its sole and absolute discretion;
(b) the Registration Statement shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC;
(c) HCP shall have mailed the Information Statement (and such other information concerning QCP, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the Record Holders;
