Common use of Conditions Precedent to Consummation of the IPO Clause in Contracts

Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the IPO will be subject to such conditions as Motorola will determine in its sole and absolute discretion, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the following: (a) The IPO Registration Statement will have been declared effective by the SEC, and there will be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will have been taken and, where applicable, have become effective or been accepted; (c) The Freescale Class A Common Stock to be issued in the IPO will have been accepted for listing on the New York Stock Exchange, on official notice of issuance; (d) Freescale will have entered into the Underwriting Agreement and all conditions to the obligations of Freescale and the Underwriters thereunder will have been satisfied or waived; (e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will be in effect; (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by CCI, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 2.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A uBid Common Stock to be issued in the IPO will shall have been accepted for listing on the New York NASDAQ Stock ExchangeMarket, on official notice of issuance;. (d) Freescale will uBid shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale uBid and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will CCI shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.1% of Freescale immediately the voting rights attached to the outstanding uBid Common Stock following the consummation of the IPO, (ii) and all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will have determined that Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO, including IPO and the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will shall not have been terminated.

Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to conditioned on such conditions as Motorola will Daisytek International shall determine in its sole and absolute discretion, which conditions will be for the sole benefit conditions, or any of Motorolathem, may be waived by Motorola Daisytek International in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, including without limitation, the followingfollowing conditions, which shall be for the sole benefit of Daisytek International and shall not give rise to or create any duty on the part of Daisytek International or any Daisytek Affiliate or their Board of Directors to waive or not waive any such condition: (a) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 2.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A PFSweb Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNASDAQ National Market, on official notice of issuance;. (d) Freescale will PFSweb shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale PFSweb and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Daisytek International shall be satisfied in its sole and absolute discretion that (i) it Daisytek will possess Tax Control own at least 80% of Freescale the voting rights attached to the then outstanding PFSweb Common Stock immediately following the consummation of the IPO, (ii) and, to the extent deemed necessary or desirable by Daisytek International in its sole discretion, all other matters regarding the Tax-Free Status willof the Distribution shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, satisfied and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will have determined that Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO, including IPO and the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This transactions contemplated by this Agreement will not shall have been terminatedtaken.

Conditions Precedent to Consummation of the IPO. The parties hereto shall use their reasonable commercial efforts to satisfy the conditions listed below for the consummation of the IPO as soon as practicable. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Transocean, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale TODCO Class A Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (d) Freescale will TODCO, Transocean Holdings and Transocean shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale TODCO, Transocean Holdings, Transocean and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Transocean shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i1) it will possess Tax Control of Freescale immediately following the consummation of the IPO, Transocean and other members of the Transocean Group will collectively own stock of TODCO representing control of TODCO, within the meaning of Section 368(c) of the Code and (ii2) to Transocean's actual knowledge (with no duty to investigate), all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Transocean, TODCO and Transocean's shareholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gh) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. (i) This Agreement and all Ancillary Agreements shall have been executed and shall not have been terminated. (j) Pricing committees designated by the Board of Directors of each of Transocean and Transocean Holdings shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms Transocean and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedTransocean Holdings, respectively.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by Sunoco in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2 and the Plan of Reorganization. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC;. (b1) The SunCoke Financing Arrangements have been executed and delivered and (2) Sunoco has received the Receivable Payment in an amount equal to $575,000,000. (iv) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.1(e) shall have been taken and, where applicable, have become effective or been accepted;. (cv) The Freescale Class A SunCoke Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (dvi) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vii) SunCoke shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Sunoco, SunCoke and the Underwriters thereunder will shall have been satisfied or waived;. (eviii) Motorola will The Exchange shall have been completed. (ix) Sunoco shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.1% of Freescale immediately the total voting power with respect to the election and removal of directors of the outstanding SunCoke Common Stock following the consummation of the IPO, (ii) ; and Sunoco shall be satisfied in its sole discretion that all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Sunoco, SunCoke and Sunoco’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fx) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement will shall be in effect;. (gxi) Motorola will have determined that Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ixii) This Agreement will shall not have been terminated. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Sunoco Board, in its sole discretion, makes it inadvisable to effect the Separation, the Exchange or the IPO. (b) The foregoing conditions are for the sole benefit of Sunoco and shall not give rise to or create any duty on the part of Sunoco or the Sunoco Board to waive or not waive such conditions or in any way limit Sunoco’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Sunoco Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.4 shall be conclusive.

Conditions Precedent to Consummation of the IPO. The parties shall use their reasonable best efforts to satisfy the conditions listed below. The obligations of the parties to use their reasonable best efforts to consummate the IPO will shall be subject to such conditioned on the satisfaction, or waiver by Forest, of the following conditions. The conditions as Motorola will determine in its sole and absolute discretion, which conditions will be set forth below are for the sole benefit of Motorola, may be waived by Motorola in its sole Forest and absolute discretion, and shall not give rise to or create any determination by Motorola regarding duty on the satisfaction part of Forest or waiver the Forest board of directors to waive or not waive any of such conditions will be conclusive. Such conditions will include, without limitation, the following:condition. (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The final Canadian Prospectus shall have been filed and receipts therefor issued or deemed to be issued by each of the Canadian Authorities and, if required, a supplemented Canadian Prospectus shall have been filed, and there shall be no cease trade order or similar order in effect with respect to the Lone Pine Common Stock. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictionsjurisdictions other than Canada or the United States) referred to described in Section 3.1 will 4.1(e) shall have been taken and, where applicable, have become effective or been accepted;. (cd) The Freescale Class A Lone Pine Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE and the TSX, on in each case subject to official notice of issuance;issuance and filing of customary final documentation. (de) Freescale will Lone Pine shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Lone Pine and the Underwriters thereunder will shall have been satisfied or waived;. (ef) Motorola will Forest shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, Forest will collectively own 80.1% of Lone Pine Capital Stock and (ii) to Forest’s actual knowledge (with no duty to investigate), all other matters regarding conditions to permit the TaxSpin-Free Status willOff to qualify as a tax-free distribution to Forest, Lone Pine, and Forest’s shareholders for U.S. federal income tax purposes shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution Spin-Off or thereafter;. (fg) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (h) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Separation Agreement will shall be in effect; (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and. (i) The Contribution shall have become effective pursuant to the Plan of Reorganization. (j) Such other actions as the parties hereto may, based upon the advice of underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. (k) This Agreement will and all the Separation Agreements shall have been executed and delivered and shall not have been terminated. (l) No event shall have occurred making it inadvisable to effect the Separation or the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties Parent to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Parent, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) Parent and the Company shall have effected their corporate reorganization transactions set forth on SCHEDULE 2.1 attached hereto. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 3.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (cd) The Freescale Class A Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject to official notice of issuance;. (de) Freescale will Parent and the Company shall have entered into executed the Underwriting Agreement Agreements and all conditions to the obligations of Freescale Parent, the Company and the Underwriters thereunder will shall have been satisfied or waived;waived by the Underwriters. (ef) Motorola will Parent shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following all conditions to permit the consummation of Distribution to qualify as a tax-free distribution to Parent, the IPO, (ii) all other matters regarding the Tax-Free Status willCompany and Parent's stockholders shall, to the extent applicable determinable as of the time the IPO is consummatedOfferings Closing Date, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fg) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect; (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;. (h) Freescale will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; andbeen taken. (i) This Agreement will shall not have been terminated.

Conditions Precedent to Consummation of the IPO. (a) Subject to Section 3.1, as soon as practicable after the date of this Agreement, the Parties hereto shall use their reasonable best efforts to satisfy the conditions to the consummation of the IPO set forth in this Section 3.3. The obligations of the parties Parties to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by Parent in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The transfer of the Xxxx Assets (other than any Delayed Xxxx Asset) and Xxxx Liabilities (other than any Delayed Xxxx Liability) contemplated to be transferred from Parent to Xxxx at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from Xxxx to Parent at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, in each case, pursuant to the Plan of Reorganization. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto thereto, and no proceeding for that purpose will shall have been instituted by the SEC;. (biii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.2(e), if any, shall have been taken and, where applicable, have become effective or been accepted;. (civ) The Freescale Class A shares of Xxxx Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (dv) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) Xxxx shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of Freescale Parent, Xxxx and the Underwriters thereunder will shall have been satisfied or waived;. (evii) Motorola will Parent shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.1% of Freescale immediately the total voting power with respect to the election and removal of directors of the outstanding shares of Xxxx Common Stock following the consummation of the IPO, (ii) and Parent shall be satisfied in its sole discretion that all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Parent, Xxxx and Parent’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement will shall be in effect;. (gix) Motorola will have determined that Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ix) This Agreement will shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions 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 such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, BGC Partners and Newmark shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties BGC Partners and Newmark to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by BGC Partners in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The Separation shall have been completed in accordance with the provisions of Article II, including the steps set forth on the Separation Steps Plan. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC;. (biii) The actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.01(e) shall have been taken and, where applicable, have become effective or been accepted;accepted by the applicable Governmental Authority. (civ) The Freescale shares of Newmark Class A Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNASDAQ Global Select Market, on subject to official notice of issuance;. (dv) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) Newmark shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Newmark and the Underwriters thereunder will under the Underwriting Agreement shall have been satisfied or waived;. (evii) Motorola will BGC Partners shall be satisfied in its sole and absolute discretion that (i1) it will possess Tax Control of Freescale immediately following the consummation of the IPO, BGC Partners will own an amount of Newmark Common Stock representing (iix) at least 82% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock following the IPO and (y) at least 82% of the number of shares of any class of capital stock of Newmark not entitled to vote (and in any event constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark) and (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code; and (2) all other matters regarding requirements and conditions to permit the TaxNewmark Inc. Contribution and the Distribution, taken together, to qualify, for U.S. federal income tax purposes, as transactions that are generally tax-Free Status willfree to BGC Partners, Newmark and BGC Partners’ stockholders and shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such requirements or conditions not to be satisfied as of the time of the Distribution Effective Time or thereafter;. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gix) Motorola will have determined that Such other actions as BGC Partners or Newmark may, based upon the terms advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ix) This Agreement will shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the BGC Partners Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the Separation Date, the parties hereto shall use their reasonable commercial efforts to satisfy the conditions listed below to the consummation of the IPO. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by REI, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Resources Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (d) Freescale will Resources shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Resources and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will REI shall be satisfied in its sole and absolute discretion that (i1) it will possess Tax Control own more than 80% of Freescale immediately the outstanding Resources Common Stock following the consummation of the IPO, (ii2) all it will control Resources within the meaning of Section 368(c) of the Code, and (3) it will satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of Resources. All other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to REI, Resources and REI's shareholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gh) Motorola will The Separation shall have become effective. (i) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. (j) This Agreement and all Ancillary Agreements have been executed and shall not have been terminated. (k) A pricing committee designated by the Board of Directors of REI shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedREI.

Conditions Precedent to Consummation of the IPO. The obligations of the parties Parties to consummate the IPO will be subject to such conditions as Motorola Agilent will determine in its sole and absolute discretion, which conditions will be for the sole benefit of MotorolaAgilent, may be waived by Motorola Agilent in its sole and absolute discretion, and any determination by Motorola Agilent regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the following: (a) The IPO Registration Statement will have been declared effective by the SEC, and there will be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 4.1 will have been taken and, where applicable, have become effective or been accepted; (c) The Freescale Class A Common Stock Verigy Ordinary Shares to be issued in the IPO will have been accepted for listing on the New York Stock ExchangeNasdaq National Market, on official notice of issuance; (d) Freescale Verigy will have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Verigy and the Underwriters thereunder will have been satisfied or waived; (e) Motorola Agilent will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale Verigy immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, the other conditions for a distribution qualifying under Section 355 of the Code will be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement Transaction Document will be in effect; (g) Motorola Agilent will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to MotorolaAgilent; and (ih) This Agreement will not have been terminated.

Conditions Precedent to Consummation of the IPO. (a) Subject to Section 3.1, as soon as practicable after the date of this Agreement, the Parties hereto shall use their reasonable best efforts to satisfy the conditions to the consummation of the IPO set forth in this Section 3.3. The obligations of the parties Parties to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by Parent in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred from Parent to SpinCo at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from SpinCo to Parent at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, in each case, pursuant to the Plan of Reorganization in a manner reasonably satisfactory to the Parties. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto thereto, and no proceeding for that purpose will shall have been instituted by the SEC;. (biii) The applicable Canadian Prospectus shall have been filed and a receipt obtained from the applicable Canadian Securities Authorities in connection therewith and there shall be no order preventing or suspending the use of the Canadian Prospectus having been issued by the Canadian Securities Authorities. (iv) The actions and filings with regard to state state, federal and provincial securities and blue sky laws of the United States and Canada (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.2(e), if any, shall have been taken and, where applicable, have become effective or been accepted;. (cv) The Freescale Class A Initial Common Stock Shares to be issued in the IPO will shall have been accepted for listing on the New York Stock Exchangeeach of NYSE and TSX, on in each case subject to official notice of issuance;. (dvi) Freescale will The Specified Ancillary Agreements and the Arrangement Agreement shall have been duly executed and delivered by the parties thereto. (vii) SpinCo and Parent shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of Freescale Parent, SpinCo and the Underwriters thereunder will shall have been satisfied or waived;. (eviii) Motorola Parent shall be satisfied that it will own at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding Initial Common Shares following the IPO, and Parent shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding conditions to permit the TaxDistribution to qualify as generally tax-Free Status willfree to Parent, SpinCo and Parent’s shareholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fix) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement will shall be in effect;. (gx) Motorola will The Separation and related transactions having been approved by the Parent Board. (xi) The Arrangement shall have determined that been approved by Parent, as sole shareholder of SpinCo. (xii) Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ixiii) This Agreement will shall not have been terminated. (xiv) Subject to the terms of the Underwriting Agreement, no event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions 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 such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, BGC Partners and Newmark shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties BGC Partners and Newmark to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by BGC Partners in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The Separation shall have been completed in accordance with the provisions of Article II, including the steps set forth on the Separation Steps Plan. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC;. (biii) The actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.01(e) shall have been taken and, where applicable, have become effective or been accepted;accepted by the applicable Governmental Authority. (civ) The Freescale shares of Newmark Class A Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNASDAQ Global Select Market, on subject to official notice of issuance;. (dv) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) Newmark shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Newmark and the Underwriters thereunder will under the Underwriting Agreement shall have been satisfied or waived;. (evii) Motorola will BGC Partners shall be satisfied in its sole and absolute discretion that (i1) it will possess Tax Control of Freescale immediately following the consummation of the IPO, BGC Partners will own an amount of Newmark Common Stock representing (iix) at least 82% of the total voting power with respect to the election and removal of directors of the outstanding Newmark Common Stock following the IPO and (y) at least 82% of the number of shares of any class of capital stock of Newmark not entitled to vote (and in any event constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark) and (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code; and (2) all other matters regarding requirements and conditions to permit the TaxNewmark Inc. Contribution and the Distribution, taken together, to qualify, for U.S. federal income tax purposes, as transactions that are generally tax-Free Status willfree to BGC Partners, Newmark and BGC Partners’ stockholders and shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such requirements or conditions not to be satisfied as of the time of the Distribution Effective Time or thereafter;. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gix) Motorola will have determined that Such other actions as BGC Partners or Newmark may, based upon the terms advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ix) This Agreement will shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the BGC Partners Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of BGC Partners and shall not give rise to or create any duty on the part of BGC Partners or the BGC Partners Board to waive or not waive such conditions or in any way limit BGC Partners’ right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in Article X. Any determination made by the BGC Partners Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.02 shall be conclusive.

Conditions Precedent to Consummation of the IPO. (a) Subject to Section 8.1, the Parties hereto shall use their reasonable best efforts to satisfy the conditions to the consummation of the IPO set forth in this Section 8.3 and contained in the Underwriting Agreement. The obligations of the parties Parties to consummate the IPO will shall be subject conditioned on the satisfaction, or waiver (if possible to such conditions as Motorola will determine be waived) by Parent in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The IPO Registration Statement will Statements shall have been declared effective by the SECbecome effective, and there will shall be no stop stop-order or suspension in effect with respect thereto thereto, and no proceeding for that purpose will shall have been instituted by the SEC;. (bii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 8.2(d), if any, shall have been taken and, where applicable, and Cortigent’s securities shall have become effective or been accepted;qualified in such jurisdictions. (ciii) The Freescale Class A Common Stock to be issued in the IPO will Cortigent common stock shall have been accepted for listing listed on the New York Stock ExchangeNasdaq Global Select Market, on official notice of issuance;Nasdaq Global Market or the Nasdaq Capital Market, as appropriate. (div) Freescale will Cortigent and the underwriters shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of Freescale Parent, Cortigent and the Underwriters thereunder will underwriters shall have been satisfied or waived;. (e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter; (fv) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gvii) Motorola will have determined that Such other actions as the terms Parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO, including IPO and the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (iviii) This Agreement will shall not have been terminated. (ix) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use commercially reasonable efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by PC Mall, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been declared effective by the SEC, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A eCOST Common Stock to be issued in the IPO will shall have been accepted approved for listing on the New York Stock ExchangeNasdaq National Market, on subject only to official notice of issuance;. (d) Freescale will eCOST shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale eCOST and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will PC Mall shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale eCOST immediately following the consummation of the IPO, (ii) and all other matters regarding the Tax-Free Status will, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will Such other actions shall have determined that been taken as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO, including IPO and the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will shall not have been terminated.

Conditions Precedent to Consummation of the IPO. The ----------------------------------------------- obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Parent, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) Final approval of the IPO shall have been given by the Board of Directors of Parent in its sole discretion. (b) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (bc) The actions and filings with regard to necessary or appropriate under state securities and blue sky Blue Sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will connection with the IPO shall have been taken and, where applicable, have become effective or been accepted;. (cd) The Freescale Class A Technologies Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (de) Freescale will Technologies shall have entered into the Underwriting Agreement Agreements and all conditions to the obligations of Freescale Technologies and the Underwriters thereunder will managing underwriters shall have been satisfied or waived; (e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will shall not have been terminated. (h) All Consents and Governmental Approvals required in connection with the Contribution and the IPO shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Odetics, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 6.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A ATL Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNasdaq National Market, on official notice of issuance;. (d) Freescale will ATL shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale ATL and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Odetics shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.0% of Freescale immediately the outstanding ATL voting stock following the consummation of the IPO, (ii) and all other matters regarding conditions to permit the Tax-Free Status willDistribution to qualify as a tax free distribution to Odetics' stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Odetics directors designated by the Board of Directors of Odetics shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedOdetics.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date hereof, the Parties hereto shall use their Reasonable Efforts to satisfy the conditions listed below to the consummation of the IPO. The obligations of the parties Parties to use their Reasonable Efforts to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Plains, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 5.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Spinco Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (d) Freescale will Spinco shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Spinco and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Plains shall be satisfied in its sole and absolute discretion that (i1) it will possess Tax Control own more than 80% of Freescale immediately the outstanding Spinco Common Stock following the consummation of the IPO, (ii2) all it will control Spinco within the meaning of Section 368(c) of the Code, and (3) it will satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of Spinco. All other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Plains, Spinco and Plains' stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree Order issued by any court or agency of competent jurisdiction Governmental Authority or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This No Ancillary Agreement will not shall have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretion, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding conditioned on the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Penwest Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNasdaq National Market, on subject to official notice of issuance;. (d) Freescale will Penwest and Penford shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Penwest and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately Immediately following the consummation of the IPO, (ii) Penford shall "control" Penwest within the meaning of Sections 355 and 368 of the Code, and all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Penford, Penwest and Penford's shareholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary other agreement or document contemplated by this Agreement will or otherwise shall be in effect;. (g) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Penford directors designated by the Board of Directors of Penford shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedPenford.

Conditions Precedent to Consummation of the IPO. The parties hereto shall use their reasonable best efforts to satisfy the conditions listed below to the consummation of the IPO as soon as practicable. The obligations of the parties to use their reasonable best efforts to consummate the IPO will shall be subject to such conditioned on the satisfaction, or waiver by Halliburton, of the following conditions. The conditions as Motorola will determine in its sole and absolute discretion, which conditions will be set forth below are for the sole benefit of Motorola, may be waived by Motorola in its sole Halliburton and absolute discretion, and shall not give rise to or create any determination by Motorola regarding duty on the satisfaction part of Halliburton or waiver the Halliburton Board of Directors to waive or not waive any of such conditions will be conclusive. Such conditions will include, without limitation, the following:condition. (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A KBR Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject to official notice of issuance;. (d) Freescale will KBR shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale KBR and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Halliburton shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, Halliburton and other members of the Halliburton Group will collectively own KBR Common Stock representing control of KBR within the meaning of Section 368(c) of the Code and (ii) to Halliburton’s actual knowledge (with no duty to investigate), all other matters regarding the Taxconditions to permit any future Distribution to qualify as a tax-Free Status willfree distribution to Halliburton, KBR and Halliburton’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by a Prior Transfer Agreement, this Agreement or any Ancillary Agreement will shall be in effect;. (gh) Motorola will The Separation shall have become effective. (i) Such other actions as the parties hereto may, based upon the advice of underwriters, accountants or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. (j) This Agreement and all Ancillary Agreements shall have been executed and shall not have been terminated. (k) A pricing committee for the IPO designated by the Board of Directors of KBR shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola;KBR. (hl) Freescale will Halliburton shall have incurred determined that the Freescale Borrowing on terms and with lender(s) of the IPO are acceptable to Motorola; and (i) This Agreement will not have been terminatedHalliburton.

Conditions Precedent to Consummation of the IPO. As soon as ----------------------------------------------- practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Odetics, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been declared effective by the SECSecurities and Exchange Commission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of each of the states of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 8.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Iteris Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNasdaq National Market, on official notice of issuance;. (d) Freescale will Iteris shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Iteris and the Underwriters thereunder will underwriters shall have been satisfied or waived;. (e) Motorola will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is The Distribution shall have been consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Distribution and the IPO in order to assure the successful completion of the Distribution and the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Iteris directors designated by the Board of Directors of Iteris shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedIteris.

Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the IPO will be subject to such conditions as Motorola FNF will determine in its sole and absolute discretion, which conditions will be for the sole benefit of MotorolaFNF, may be waived by Motorola FNF in its sole and absolute discretion, and any determination by Motorola FNF regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the following: (a) The IPO Registration Statement will have been declared effective by the SEC, and there will be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will have been taken and, where applicable, have become effective or been accepted; (c) The Freescale Class A FIS Common Stock to be issued in the IPO will have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance; (dc) Freescale FIS will have entered into the Underwriting Agreement and all conditions to the obligations of Freescale FIS and the Underwriters thereunder will have been satisfied or waived; (ed) Motorola FNF will be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale FIS immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter; (fe) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will be in effect; (gf) Motorola FNF will have determined that the terms of the IPO, including the timing and pricing thereof, and all other material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to MotorolaFNF; and (ig) This Agreement will not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as ----------------------------------------------- practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by Odetics, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) a. The IPO Registration Statement will shall have been declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) b. The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 6.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) c. The Freescale Class A ATL Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNasdaq National Market, on official notice of issuance;. (d) Freescale will d. ATL shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale ATL and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will e. Odetics shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.0% of Freescale immediately the outstanding ATL voting stock following the consummation of the IPO, (ii) and all other matters regarding conditions to permit the Tax-Free Status willDistribution to qualify as a tax free distribution to Odetics' stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) f. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will g. Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. h. This Agreement shall not have been terminated. i. A pricing committee of Odetics directors designated by the Board of Directors of Odetics shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedOdetics.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by AT&T, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The Financing Facility shall have been executed and delivered, pursuant to which AT&T shall have borrowed an amount of funds determined by AT&T, and AT&T shall be satisfied in its sole discretion that as of the Closing Date it will have no further liability or obligation whatsoever under either the Working Capital Facility or the Financing Facility. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will shall have been taken and, where applicable, have become effective or been accepted;. (cd) The Freescale Class A Lucent Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (de) Freescale will Lucent shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Lucent and the Underwriters thereunder will shall have been satisfied or waived;. (ef) Motorola will AT&T shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.1% of Freescale immediately the outstanding Lucent Common Stock following the consummation IPO on a fully diluted basis, after giving effect to the issuance of the IPOany shares of restricted stock or employee stock options to any employees of Lucent, (ii) and all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to AT&T, Lucent and AT&T's shareholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fg) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gh) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (i) This Agreement shall not have been terminated. (j) A pricing committee of AT&T officers designated by the Board of Directors of AT&T shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminated.AT&T.

Conditions Precedent to Consummation of the IPO. The parties hereto shall use their reasonable best efforts to satisfy the conditions listed below to the consummation of the IPO as soon as practicable. The obligations of the parties to use their reasonable best efforts to consummate the IPO will shall be subject to such conditioned on the satisfaction, or waiver by Halliburton, of the following conditions. The conditions as Motorola will determine in its sole and absolute discretion, which conditions will be set forth below are for the sole benefit of Motorola, may be waived by Motorola in its sole Halliburton and absolute discretion, and shall not give rise to or create any determination by Motorola regarding duty on the satisfaction part of Halliburton or waiver the Halliburton Board of Directors to waive or not waive any of such conditions will be conclusive. Such conditions will include, without limitation, the following:condition. (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A KBR Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject to official notice of issuance;. (d) Freescale will KBR shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale KBR and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Halliburton shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, Halliburton and other members of the Halliburton Group will collectively own KBR Common Stock representing control of KBR within the meaning of Section 368(c) of the Code and (ii) to Halliburton’s actual knowledge (with no duty to investigate), all other matters regarding the Taxconditions to permit any future Distribution to qualify as a tax-Free Status willfree distribution to Halliburton, KBR and Halliburton’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (gh) Motorola will The Separation shall have become effective. (i) Such other actions as the parties hereto may, based upon the advice of underwriters, accountants or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have been taken. (j) This Agreement and all Ancillary Agreements shall have been executed and shall not have been terminated. (k) A pricing committee for the IPO designated by the Board of Directors of KBR shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola;KBR. (hl) Freescale will Halliburton shall have incurred determined that the Freescale Borrowing on terms and with lender(s) of the IPO are acceptable to Motorola; and (i) This Agreement will not have been terminatedHalliburton.

Conditions Precedent to Consummation of the IPO. The obligations of the parties to consummate the Separation and the settlement of the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionthe following conditions, which conditions will shall be for the sole benefit of MotorolaParent, which conditions may be waived by Motorola Parent in its sole and absolute discretion, and any determination by Motorola Parent regarding the satisfaction or waiver of any of such conditions will shall be conclusive. Such , and which conditions will include, without limitation, shall not give rise to or create any duty on the followingpart of Parent or the Parent Board to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in this Agreement or alter the consequences of any such termination from those specified in this Agreement: (a) The final approval of the Separation and the IPO shall have been given by the Parent Board in its sole discretion; (b) the Separation shall have been completed in accordance with the provisions of Article II and the Plan of Reorganization; (c) the IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC; (bd) The the actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.01(c) shall have been taken and, where applicable, have become effective or been accepted; (ce) The Freescale Class A the Company Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject to official notice of issuance; (df) Freescale will the Company Financing Arrangements shall have been executed and delivered in accordance with the terms thereof; (g) immediately prior to the pricing of the IPO, the members of the Company Board, as named in the IPO Registration Statement, shall have been duly elected, and an amended and restated certificate of incorporation of the Company and an amended and restated bylaws of the Company, each in substantially the form filed as an exhibit to the IPO Registration Statement, shall be in effect; (h) the Company shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Parent, the Company and the Underwriters thereunder will shall have been satisfied or waived; (ei) Motorola will Parent shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale the Company immediately following the consummation settlement of the IPO, (ii) all other matters regarding the conditions relating to Tax-Free Status will, to the extent applicable as of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition circumstance that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter; (fj) No after giving effect to the Separation, the IPO and the use of the proceeds therefrom as described in this Agreement and the IPO Registration Statement, Parent shall be in compliance with all of the terms and conditions of the Parent Credit Facilities; (k) no order, injunction or decree issued by any court or agency of competent jurisdiction Governmental Authority or other legal restraint or prohibition restraining or preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will Transactions shall be in effect; (gl) Motorola will have determined that the terms of the IPO, including the timing all Consents and pricing thereof, and other material matters Governmental Approvals required in connection therewithwith the Separation and the IPO shall have been received, are acceptable except where the failure to Motorola; (h) Freescale will obtain such Consents or Governmental Approvals would not have incurred the Freescale Borrowing a material adverse effect on terms and with lender(s) acceptable to Motorola; and either (i) This the ability of the parties to consummate the Transactions or (ii) the Lithium Business, taken as a whole; and (m) this Agreement will shall not have been terminated.

Conditions Precedent to Consummation of the IPO. The parties shall use their reasonable best efforts to satisfy the conditions listed below. The obligations of the parties to use their reasonable best efforts to consummate the IPO will shall be subject to such conditioned on the satisfaction, or waiver by Parent, of the following conditions. The conditions as Motorola will determine in its sole and absolute discretion, which conditions will be set forth below are for the sole benefit of Motorola, may be waived by Motorola in its sole Parent and absolute discretion, and shall not give rise to or create any determination by Motorola regarding duty on the satisfaction part of Parent or waiver the Parent board of directors to waive or not waive any of such conditions will be conclusive. Such conditions will include, without limitation, the following:condition. (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order threatened or in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The applicable actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Enova Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject only to official notice of issuance;issuance and filing of customary final documentation. (d) Freescale will Enova shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Enova and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Parent shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as Parent will own no less than 80% of the time the IPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be no event or condition that may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;Enova Common Stock. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Transaction Agreement will shall be in effect; (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;. (h) Freescale will Such other actions as Parent hereto may, based upon the advice of the Underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; andbeen taken. (i) This Agreement will and all the Transaction Agreements shall have been executed and delivered and shall not have been terminated. (j) No event shall have occurred making it inadvisable, in Parent’s sole discretion, to effect the IPO.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the Parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties Parties to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by HBIO in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC;. (biii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.1(e) shall have been taken and, where applicable, have become effective or been accepted;. (civ) The Freescale Class A HXXX Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNASDAQ, on official notice of issuance;. (dv) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) HXXX shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale HXXX and the Underwriters thereunder will shall have been satisfied or waived;. (evii) Motorola will HBIO shall own at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding HXXX Common Stock immediately following the IPO; and HBIO shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to HBIO, HXXX and HBIO’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement will shall be in effect;. (gix) Motorola Such other actions as the Parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (x) HBIO will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;reasonably acceptable. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ixi) This Agreement will shall not have been terminated. (xii) HBIO shall have made a capital contribution to HXXX in the amount of at least $10 million. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the HBIO Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of HBIO and shall not give rise to or create any duty on the part of HBIO or the HBIO Board to waive or not waive such conditions or in any way limit HBIO’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the HBIO Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. The parties shall use their reasonable best efforts to satisfy the conditions listed below. The obligations of the parties to use their reasonable best efforts to consummate the IPO will shall be subject to such conditioned on the satisfaction, or waiver by Parent, of the following conditions. The conditions as Motorola will determine in its sole and absolute discretion, which conditions will be set forth below are for the sole benefit of Motorola, may be waived by Motorola in its sole Parent and absolute discretion, and shall not give rise to or create any determination by Motorola regarding duty on the satisfaction part of Parent or waiver the Parent board of directors to waive or not waive any of such conditions will be conclusive. Such conditions will include, without limitation, the following:condition. (a) The IPO Registration Statement will shall have been filed and declared effective by the SECCommission, and there will shall be no stop order threatened or in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The applicable actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 4.1(d) shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Enova Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on subject only to official notice of issuance;issuance and filing of customary final documentation. (d) Freescale will Enova shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Enova and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will Parent shall be satisfied satisfied, in its sole and absolute discretion discretion, that (i) it will possess Tax Control of Freescale immediately following the consummation of the IPO, (ii) all other matters regarding the Tax-Free Status will, to the extent applicable as Parent will own less than 50% of the time the IPO is consummated, be satisfied Enova Common Stock or can reasonably be anticipated to be satisfied, and (iii) there otherwise will be no event or condition that permitted to account for its investment in Enova using the equity method of accounting and to not continue to consolidate Enova’s results of operations with Parent’s consolidated results of operations, in each case as may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;determined by Parent in its sole discretion. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Transaction Agreement will shall be in effect; (g) Motorola will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;. (h) Freescale will Such other actions as Parent hereto may, based upon the advice of the Underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO shall have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; andbeen taken. (i) This Agreement will and all the Transaction Agreements shall have been executed and delivered and shall not have been terminated. (j) No event shall have occurred making it inadvisable, in Parent’s sole discretion, to effect the IPO.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine conditioned on the satisfaction, or waiver by Sunoco in its sole and absolute discretion, which conditions will be for of the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2 and the Plan of Reorganization. (ii) The IPO Registration Statement will shall have been filed and declared effective by the SEC, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will shall have been instituted by the SEC;. (b1) The SunCoke Financing Arrangements have been executed and delivered and (2) Sunoco has received the Receivable Payment and the Internal Cash Distribution in an amount equal to $575,000,000. (iv) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) referred to referenced in Section 3.1 will 3.1(e) shall have been taken and, where applicable, have become effective or been accepted;. (cv) The Freescale Class A SunCoke Common Stock to be issued in the IPO will shall have been accepted for listing on the New York Stock ExchangeNYSE, on official notice of issuance;. (dvi) Freescale will The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vii) SunCoke shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale Sunoco, SunCoke and the Underwriters thereunder will shall have been satisfied or waived;. (eviii) Motorola will The Exchange shall have been completed. (ix) Sunoco shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.1% of Freescale immediately the total voting power with respect to the election and removal of directors of the outstanding SunCoke Common Stock following the consummation of the IPO, (ii) ; and Sunoco shall be satisfied in its sole discretion that all other matters regarding conditions to permit the TaxDistribution to qualify as a tax-Free Status willfree distribution to Sunoco, SunCoke and Sunoco’s stockholders shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (fx) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement will shall be in effect;. (gxi) Motorola will have determined that Such other actions as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the IPO, including Separation and the timing IPO and pricing thereof, and the other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement shall have been taken. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (ixii) This Agreement will shall not have been terminated. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Sunoco Board, in its sole discretion, makes it inadvisable to effect the Separation, the Exchange or the IPO. (b) The foregoing conditions are for the sole benefit of Sunoco and shall not give rise to or create any duty on the part of Sunoco or the Sunoco Board to waive or not waive such conditions or in any way limit Sunoco’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Sunoco Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.4 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use commercially reasonable efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by PC Mall, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will shall have been declared effective by the SECCommission, and there will shall be no stop order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A eCOST Common Stock to be issued in the IPO will shall have been accepted approved for listing on the New York Stock ExchangeNasdaq National Market, on subject only to official notice of issuance;. (d) Freescale will eCOST shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale eCOST and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will PC Mall shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control of Freescale eCOST immediately following the consummation of the IPO, (ii) and all other matters regarding the Tax-Free Status will, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will Such other actions shall have determined that been taken as the terms parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO, including IPO and the timing and pricing thereof, and other material matters in connection therewith, are acceptable to Motorola;transactions contemplated by this Agreement. (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO will shall be subject to such conditions as Motorola will determine in its sole and absolute discretionconditioned on the satisfaction, which conditions will be for the sole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by CBI, of any of such conditions will be conclusive. Such conditions will include, without limitation, the followingfollowing conditions: (a) The IPO Registration Statement will registration statement shall have been declared effective by the SECCommission, and there will shall be no stop stop-order in effect with respect thereto and no proceeding for that purpose will have been instituted by the SEC;thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) referred to described in Section 3.1 will 8.1 shall have been taken and, where applicable, have become effective or been accepted;. (c) The Freescale Class A Common Stock Shares to be issued in the IPO will shall have been accepted for listing on the New York Stock Exchange, on official notice of issuance;. (d) Freescale will CONVERGYS, CBI, CBIS and MATRIXX shall have entered into the Underwriting Agreement and all conditions to the obligations of Freescale CONVERGYS, CBI, CBIS and MATRIXX and the Underwriters thereunder will shall have been satisfied or waived;. (e) Motorola will CBI shall be satisfied in its sole and absolute discretion that (i) it will possess Tax Control own at least 80.0% of Freescale immediately the outstanding CONVERGYS voting stock following the consummation of the IPO, (ii) and all other matters regarding conditions to permit the Tax-Free Status willDistribution (to qualify as a tax free distribution to CBI's shareholders) shall, to the extent applicable as of the time of the IPO is consummatedIPO, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will shall be no event or condition that may is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter;. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement will shall be in effect;. (g) Motorola will Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation in order to assure the successful completion of the IPO and the Distribution and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of CONVERGYS directors designated by the Board of Directors of CONVERGYS shall have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, IPO are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement will not have been terminatedCONVERGYS.