Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by Cardinal Health, in whole or in part, in its sole discretion): (a) the CareFusion Cash Distribution contemplated by Section 3.1(b) shall have been paid to Cardinal Health; (b) the Reorganization shall have been completed in accordance with the Plan of Reorganization; (c) Cardinal Health shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to Cardinal Health, to the effect that, among other things, (A) certain steps of the Reorganization and the Distribution, taken together, qualify as a transaction (x) that is described in Sections 355(a) and 368(a)(1)(D) of the Code, (y) in which the CareFusion Common Stock distributed is “qualified property” under Section 361(c) of the Code and (z) in which the holders of Cardinal Health Common Shares recognize no income or gain for U.S. federal income tax purposes under Section 355 of the Code (except to the extent of any cash received in lieu of fractional shares of CareFusion Common Stock), (B) the CareFusion Cash Distribution qualifies as money transferred to Cardinal Health creditors under Section 361(b) of the Code and (C) steps [•] of the Plan of Reorganization qualify as transactions that are described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) an opinion of Weil, Gotshal & Xxxxxx LLP, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code, and (iii) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (d) the Form 10 shall have been filed with the SEC and declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the Information Statement shall have been mailed to holders of Cardinal Health Common Shares as of the Record Date; (e) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted; (f) the CareFusion Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance; (g) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto; (h) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto, including the Reorganization, shall be in effect; (i) prior to the Distribution, all of Cardinal Health’s representatives or designees shall have resigned or been removed as officers from all members of the CareFusion Group, and all of CareFusion’s representatives or designees shall have resigned or been removed as officers from all members of the Cardinal Health Group; (j) the Cardinal Health Credit Facility Amendment shall have been executed and delivered by all of the parties thereto and be in full force and effect immediately prior to the Effective Time; (k) each of Cardinal Health and CareFusion shall have received confirmation from Xxxxx’x Investor Services and Standard & Poor’s that it shall receive an investment grade credit rating after giving effect to the Reorganization and the Distribution; and (l) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Cardinal Health, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Cardinal Health and shall not give rise to or create any duty on the part of Cardinal Health or its Board of Directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Cardinal Health’s rights of termination set forth in this Agreement. Any determination made by Cardinal Health prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.
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Conditions Precedent to Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by Cardinal Health, in whole or in part, in its sole discretion):
(a) the CareFusion Cash Distribution contemplated by Section 3.1(b) shall have been paid to Cardinal Health;
(b) the Reorganization shall have been completed in accordance with the Plan of Reorganization;
(c) Cardinal Health shall have received (i) a private letter ruling from the IRS (which shall not have been revoked or modified in any material respect) in form and substance satisfactory to Cardinal Health, to the effect that, among other things, (A) certain steps of the Reorganization and the Distribution, taken together, qualify as a transaction (x) that is described in Sections 355(a) and 368(a)(1)(D) of the Code, (y) in which the CareFusion Common Stock distributed is “qualified property” under Section 361(c) of the Code and (z) in which the holders of Cardinal Health Common Shares recognize no income or gain for U.S. federal income tax purposes under Section 355 of the Code (except to the extent of any cash received in lieu of fractional shares of CareFusion Common Stock), (B) the CareFusion Cash Distribution qualifies as money transferred to Cardinal Health creditors under Section 361(b) of the Code and (C) steps [•] of the Plan of Reorganization qualify as transactions that are described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) an opinion of Weil, Gotshal & Xxxxxx LLP, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code, and (iii) an opinion of Wachtell, Lipton, Xxxxx & Xxxx, to the effect that the contribution by Cardinal Health of certain CareFusion Assets to CareFusion and the Distribution will qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code;
(d) the Form 10 shall have been filed with the SEC and declared effective by the SEC, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and the Information Statement shall have been mailed to holders of Cardinal Health Common Shares as of the Record Date;
(e) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” Laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;
(f) the CareFusion Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance;
(g) each of the other Transaction Documents shall have been duly executed and delivered by the parties thereto;
(h) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the transactions related thereto, including the Reorganization, shall be in effect;
(i) prior to the Distribution, all of Cardinal Health’s representatives or designees shall have resigned or been removed as officers from all members of the CareFusion Group, and all of CareFusion’s representatives or designees shall have resigned or been removed as officers from all members of the Cardinal Health Group;
(j) the Cardinal Health Credit Facility Amendment shall have been executed and delivered by all of the parties thereto and be in full force and effect immediately prior to the Effective Time;
(k) each of Cardinal Health and CareFusion shall have received confirmation from Xxxxx’x Investor Services and Standard & Poor’s that it shall receive an investment grade credit rating after giving effect to the Reorganization and the Distribution; and
(l) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of Cardinal Health, in its sole discretion, makes it inadvisable to effect the Reorganization, the Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of Cardinal Health and shall not give rise to or create any duty on the part of Cardinal Health or its Board of Directors to waive or not to waive any such condition or to effect the Reorganization and the Distribution, or in any way limit Cardinal Health’s rights of termination set forth in this Agreement. Any determination made by Cardinal Health prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive and binding on the parties.
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