Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by JDSU, in whole or in part, in its sole discretion):
(a) JDSU shall have received an opinion of PricewaterhouseCoopers LLP (“PwC”) to the effect that the transactions contemplated in this Agreement should qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code;
(b) the Form 10 shall have been 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;
(c) the Information Statement shall have been mailed to holders of JDSU Common Stock as of the Record Date;
(d) 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;
(e) the Holdings Common Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of issuance;
(f) 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 shall be in effect;
(g) no event or development shall have occurred or shall exist that, in the judgment of the Board of Directors of JDSU, in its sole discretion, makes it inadvisable to effect the Separation and Distribution or the other transactions contemplated hereby. Each of the foregoing conditions is for the sole benefit of JDSU and shall not give rise to or create any duty on the part of JDSU or its Board of Directors to waive or not to waive any such condition or to effect the Separation and Distribution, or in any way limit JDSU’s rights of termination set forth in this Agreement. Any determination made by JDSU 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.
Conditions Precedent to the Distribution. In no event shall the Distribution occur unless the following conditions shall have been satisfied (or waived, other than clause (iii) which shall not be waivable):
(i) the Commission has declared the Form 10 effective under the Exchange Act and no stop order relating to the Form 10 is in effect;
(ii) no action, proceeding or investigation shall have been instituted or threatened before any court or administrative body to restrain, enjoin or otherwise prevent the consummation of the Spinoff, and no restraining order or injunction issued by any court of competent jurisdiction shall be in effect restraining the consummation of the Spinoff;
(iii) the receipt by IDT of the opinion by Xxxxx Xxxxxxx LLP as to the satisfaction of certain required qualifying conditions for the application of Section 355 of the Code to the Spinoff; and
(iv) the IDT Board of Directors shall not have determined to abandon or modify the Spinoff.
Conditions Precedent to the Distribution. The obligation of GPC to effect the Distribution shall be subject to the fulfillment or waiver (subject to Section 13.02) at or prior to the Distribution Date of each of the following conditions (provided, however, that unless the Merger Agreement shall have been terminated in accordance with its terms, any such waiver shall be subject to the written consent of RMT Parent):
(a) Each Transaction Document shall have been executed and delivered by each party thereto; and
(b) Each of the conditions to the obligation of the parties to the Merger Agreement to consummate the Merger and effect the other transactions contemplated by the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereto (other than those conditions that by their nature are to be satisfied contemporaneously with or immediately following the Distribution). The foregoing conditions are for the benefit of GPC and shall not give rise to or create any duty on the part of GPC or the Board of Directors of GPC to waive or not waive any condition precedent under this Agreement or the Merger Agreement; provided, however, that the foregoing shall not limit RMT Parent’s rights under Section 7.09 of the Merger Agreement.
Conditions Precedent to the Distribution. Neither the Distribution nor the related transactions set forth in this Agreement or in any of the Ancillary Agreements will become effective unless the following conditions have been satisfied, at or before the Distribution Time:
(a) the stockholders of LGL shall have approved at a special meeting of stockholders the transfer of substantially all assets of LGL by means of the Separation and the Distribution in accordance with the General Corporation Law of the State of Delaware;
(b) the Form 10 shall be effective under the Exchange Act, with no stop order in effect with respect thereto;
(c) the Information Statement has been mailed to LGL’s stockholders;
(d) the actions and filings, if any, necessary under securities and blue sky laws of the states of the United States and any comparable laws under any foreign jurisdictions have been taken and become effective;
(e) the approval for listing of the Mtron Common Stock on the New York Stock Exchange American, subject to official notice of issuance, has been obtained;
(f) no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will be in effect and no other event outside LGL’s control will have occurred or failed to occur that prevents the consummation of the Distribution; and
(g) no event or development has occurred or exists that in the good faith judgment of the LGL Board, in its sole discretion, makes the Distribution inadvisable.
Conditions Precedent to the Distribution. The obligation of Tenneco to cause the Distribution to be consummated shall be subject, at the option of Tenneco, to the fulfillment or waiver, on or prior to the Termination Date, of each of the following conditions.
Conditions Precedent to the Distribution. The obligation of ESI to cause the Distribution to be consummated shall be subject, at the option of ESI, to the fulfillment or waiver, on or prior to the Termination Date, of each of the following conditions:
Conditions Precedent to the Distribution. (a) Pluto shall not be obligated to effect the Distribution unless each of the conditions set forth in Article IX of the Business Combination Agreement, other than Section 9.1(c) (the Distribution) of the Business Combination Agreement, shall have been satisfied or waived in accordance with the terms of the Business Combination Agreement.
(b) Without the prior written consent of Utah (not to be unreasonably withheld, conditioned or delayed), the Distribution shall not occur unless the Parties shall have complied with all obligations set forth in Section 2.08(a), and the actions expressly contemplated by Section 2.08(a) shall have occurred on or prior to the Distribution Date.
Conditions Precedent to the Distribution. The BRE Board shall, in its discretion, establish any appropriate procedures in connection with the Distribution. The Distribution shall not occur unless the following conditions shall have been satisfied:
(a) the other transactions contemplated by this Agreement to have occurred on or prior to the Distribution Date shall have been consummated in all material respects;
(b) BRE and VelocityHSI shall have obtained all consents, approvals and waivers from Governmental Authorities and other third parties necessary for the Distribution;
(c) the Registration Statement on Form S-1 filed by VelocityHSI pursuant to the Securities Act of 1933 in connection with the Distribution (the "Form S-1 Registration Statement") shall have been declared effective by the Commission; and
(d) the Registration Statement on Form 8-A filed by VelocityHSI pursuant to the Securities Exchange Act of 1934 (the "Form 8-A Registration Statement") shall have been declared effective by the Commission.
(e) The statements set forth in the BRE Tax Matters Certificate and the VelocityHSI Tax Matters Certificate shall be true and correct as through the date of the Distribution. PROVIDED, HOWEVER, that (i) any such condition may be waived by the BRE Board in its sole discretion, and (ii) the satisfaction of such conditions shall not create any obligation on the part of BRE or any other party hereto to effect the Distribution or in any way limit BRE's power of termination set forth in Section 12.8.
Conditions Precedent to the Distribution. In no event shall the Distribution occur unless each of the following conditions shall have been satisfied or waived by Houston, in whole or in part, in its sole discretion (other than the condition set forth in Section 3.2(a), which prior to the termination of the Merger Agreement may not be waived without Miami’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed):
(a) the Reorganization shall have been completed substantially in accordance with the Plan of Reorganization (other than those steps that are expressly contemplated to occur at or after the Distribution);
(b) the consummation or satisfaction of the actions set forth in Section 3.1(c)(ii) and Section 3.1(e);
(c) an independent appraisal firm shall have delivered an opinion to the Board of Directors of Houston as to the solvency of Houston after giving effect to the Seattle Payment and the consummation of the Distribution (the “Solvency Opinion”); and such Solvency Opinion shall be reasonably acceptable to Houston in form and substance in Houston’s sole discretion; and such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Houston; and
(d) the satisfaction or waiver of the conditions set forth in Article 8 of the Merger Agreement, including: (i) the satisfaction, or waiver by Houston and Miami, of the conditions set forth in Section 8.1 the Merger Agreement; (ii) the satisfaction, or waiver by Houston, of the conditions set forth in Section 8.2 of the Merger Agreement; and (iii) the satisfaction, or waiver by Miami, of the conditions set forth in Section 8.3 of the Merger Agreement, in each case other than those conditions that, by their nature, are to be satisfied contemporaneously with the Distribution or the Merger. Each of the foregoing conditions is for the sole benefit of Houston and shall not give rise to or create any duty on the part of Houston or its Board of Directors to waive or not to waive any such condition in this Agreement or the Merger Agreement, or in any way limit Houston’s rights of termination set forth in this Agreement or the Merger Agreement, provided, however, that the foregoing shall not limit the Parties’ rights under Section 7.6 of the Merger Agreement.
Conditions Precedent to the Distribution. The obligation of GP to cause the Distribution to be consummated shall be subject, at the option of GP, to the fulfillment or waiver, on or prior to the Termination Date, of each of the following conditions:
