Common use of Conditions Precedent to the Distribution Clause in Contracts

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.