Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. The following are conditions to the consummation of the ADT NA Distribution. (a) Tyco International shall have obtained the Shareholder Approval; (b) The consummation ADT NA Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of Tyco Common Stock; (c) The ADT NA Common Stock to be delivered in the ADT NA Distribution will be shall have been approved for listing on the NYSE, subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, official notice of the following conditions:distribution; (id) The continued validity of Tyco International shall have received a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebyInternal Revenue Service, which ruling shall continue be in full force and effect and which shall not be modified or amended in any respect adversely affecting at the intended time of the ADT NA Distribution, to the effect that (i) the ADT NA Distribution will qualify as tax-free treatment under Section 355 of the Distribution Code, except for cash received in lieu of fractional shares of ADT NA Common Stock and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as certain internal transactions undertaken in anticipation of the ADT NA Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on will qualify for favorable treatment under the effectiveness Code; (e) The ruling obtained by Tyco International from the Swiss Federal Tax Administration regarding the Swiss withholding Tax consequences of the IRS Ruling, ADT NA Distribution substantially to the effect thatthat the ADT NA Distribution, including for U.S. federal income tax purposescash received in lieu of a fractional share of ADT NA Common Stock, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable is not subject to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions Swiss withholding Tax shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded.effect at the time of the ADT NA Distribution; (ivf) The Reorganization Any material Governmental Approvals and other Consents necessary to consummate the ADT NA Distribution or any portion thereof shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viig) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution all or any portion of the transactions related thereto ADT NA Distribution shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by other event outside the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or control of Tyco International shall have occurred that, in or failed to occur that prevents the judgment consummation of all or any portion of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto.ADT NA Distribution; and (bh) The foregoing conditions are for the sole benefit aggregate implied market capitalization of Covidien and ADT NA shall not give rise to or create any duty exceed CHF 17.5 billion based on the part closing price of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter ADT NA Common Stock trading on the consequences of any such termination from those specified in such Article. Any determination made by the Covidien Board last “when issued” trading day prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the PartiesADT NA Distribution.

Conditions to Distribution. (a) The CCI Board currently intends to effect the Distribution at any time commencing 180 days after the Closing Date and ending on or prior to December 31, 1999. Subject to any restrictions contained in the Underwriting Agreement, the CCI Board shall have the sole discretion to determine the date of consummation of the Distribution will at any time commencing 180 days after the Closing Date and ending on or prior to December 31, 1999. CCI shall be obligated to consummate the Distribution on or before December 31, 1999, subject to the satisfaction, or waiver by Covidien the CCI Board in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from conditions set forth below. In the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which event that any such condition shall not be modified have been satisfied or amended in any respect adversely affecting the intended tax-free treatment of waived on or before December 31, 1999, CCI shall consummate the Distribution and certain related transactionsas promptly as practicable following the satisfaction or waiver by CCI of all such conditions. (iia) The receipt of a tax an opinion letter from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of PricewaterhouseCoopers LLP (the Distribution Date to be "PWC Opinion") shall have been obtained in form and substance satisfactory to Covidien CCI in its sole and absolute discretion, which tax opinion and shall rely on be confirmed at the effectiveness of the IRS RulingDistribution Date, substantially to the effect that, among other things, the Distribution will qualify as a tax-free distribution for U.S. federal income tax purposes, purposes under Section 355 of the Code and the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) by CCI of the Code.uBid Common Stock to stockholders of CCI will not result in recognition of any income, gain or loss for federal income tax purposes to CCI or CCI's stockholders; (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien if CCI, in its sole and absolute discretion, confirming decides to seek a private letter ruling from the solvency and financial viability of each of Covidien and Mallinckrodt and Internal Revenue Service to the satisfaction of any legal capital requirements in connection with same effect as the SeparationPWC Opinion (the "Letter Ruling"), which opinions the Letter Ruling shall be have been obtained in form and substance acceptable satisfactory to Covidien CCI, and shall continue in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect, consistent with the conclusions reached in the PWC Opinion. (ivc) The Reorganization any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; (vd) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No no order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before other event outside the control of CCI shall have occurred or threatened by failed to occur that prevents the SEC.consummation of the Distribution; and (xiiie) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No no other events or developments shall exist or shall have occurred subsequent to the Closing Date that, in the sole judgment of the Covidien BoardBoard of Directors of CCI, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on CCI or on the transactions related thereto. (b) stockholders of CCI. The foregoing conditions are for the sole benefit of Covidien CCI and shall not give rise to or create any duty on the part of Covidien CCI or the Covidien CCI Board of Directors to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiescondition.

Conditions to Distribution. (a) The consummation of BOLC and NUVOLA shall be obligated to consummate the Distribution will be within 30 days of receiving an effective registration statement unless extended as the result of any Governmental Approvals, subject to the satisfaction, or waiver by Covidien the BOLC Board of Directors in its sole and absolute discretion, of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from any material Governmental Approvals and Consents necessary to consummate the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which Distribution shall continue have been obtained and be in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions.effect; (iib) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No no order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before other event outside the control of BOLC shall have occurred or threatened by failed to occur that prevents the SEC.consummation of the Distribution; (xiiic) The Information Statement the Board of Directors of BOLC shall have authorized and such other information concerning Mallinckrodt, its business, operations and management, approved the Distribution and not withdrawn such other matters as Covidien shall determine in its sole authorization and absolute discretion and as may otherwise be required by law approval; (d) All Ancillary Agreements shall have been mailed entered into by the respective parties thereto; (e) arrangements shall have been made to the Qualifying Covidien Shareholders.satisfaction of BOLC for the complete and orderly transition of employment of all other Persons designated by the parties as those BOLC employees who are to become NUVOLA employees as of or prior to the Distribution; and (xivf) No no other events or developments shall exist or shall have occurred that, in the judgment of the Covidien BoardBoard of Directors of BOLC, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on BOLC or on the transactions related thereto. (b) stockholders of BOLC or not being in the best interest of BOLC and its stockholders. The foregoing conditions are for the sole benefit of Covidien BOLC and shall not give rise to or create any duty on the part of Covidien BOLC or the Covidien BOLC Board of Directors to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiescondition.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Pentair in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien Pentair from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx Deloitte Tax LLP, tax counsel to CovidienPentair, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Pentair in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposessubject to the accuracy of and compliance with certain representations, assumptions and covenants, the Distribution and certain related transactions, taken together, transactions will qualify as transactions under for non-recognition of gain or loss to Pentair or its shareholders pursuant to Sections 355(a) and/or 368(a) 355 and related provisions of the Code, except to the extent of cash received in lieu of fractional shares. (iii) The receipt steps in the Plan of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganizationall material respects. (viv) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein 2.13 shall have been obtained. (viv) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viivi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiivii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ixviii) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Electrical Business after the Distribution Date shall have been obtained and be in full force and effect. (xix) The Separation and the Distribution shall not violate or result in a breach of applicable law Law or any material contract of Covidien Pentair or Mallinckrodt nVent or any of their respective Subsidiaries. (xix) The approval for listing on the NYSE for the Mallinckrodt nVent Ordinary Shares to be delivered to the Covidien Pentair shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xiixi) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiiixii) The Information Statement and such other information concerning MallinckrodtnVent, its business, operations and management, the Distribution and such other matters as Covidien Pentair shall determine in its sole and absolute discretion and as may otherwise be required by law Law shall have been mailed (or delivered by electronic means where not prohibited by Law) to the Qualifying Covidien Pentair Shareholders. (xiii) The Pentair Board shall have authorized the Distribution, which authorization may be given or withheld at its absolute and sole discretion. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Pentair Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Qualifying Pentair Shareholders and shall not give rise to or create any duty on the part of Covidien Pentair or the Covidien Pentair Board to waive or not waive such conditions or in any way limit CovidienPentair’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 Covidien Pentair Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) BGC Partners shall, in its sole discretion, determine the terms of the Distribution, including the form (including whether to effect the transaction as a spin-off, a split-off or a combination of both transactions), structure and all other terms of any transaction and/or offering to effect the Distribution (and, if necessary, shall update the Separation Steps Plan accordingly). Subject to any restrictions contained in the Underwriting Agreement, BGC Partners shall have the sole discretion to determine the date of consummation of the Distribution (if any) at any time after the IPO Closing Date; and such date as so determined by BGC Partners is referred to herein as the “Distribution Date.” The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien BGC Partners in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The BGC Partners’ receipt of a tax an opinion from SkaddenWachtell, ArpsLipton, SlateXxxxx & Xxxx, Xxxxxxx & Xxxx LLP, tax outside counsel to CovidienBGC Partners, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretionthe BGC Partners Board, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, that the Distribution Newmark Inc. Contribution and certain related transactionsthe Distribution, taken together, will qualify as transactions a “reorganization” under Sections 355(a) and/or 368(aand 368(a)(1)(D) of the Code. (iiiii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole and absolute discretion, confirming consummate the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed full force and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiiiii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or and blue sky Laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the rules and regulations thereunder Distribution shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (xiv) The Separation and the Distribution shall not violate or result in a breach shares of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Newmark Class A Common Stock to be delivered distributed to the Covidien shareholders holders of BGC Partners Class A Common Stock in the Distribution shall have been obtainedaccepted for listing on the NASDAQ Global Select Market, subject to official notice of issuancedistribution. (xiiv) The SEC declaring effective No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Form 10, with no order suspending the effectiveness consummation of the Form 10 Distribution or any of the related transactions shall be in effect effect, and no proceedings for such purposes pending before other event outside the control of BGC Partners shall have occurred or threatened by failed to occur that prevents the SECconsummation of the Distribution or any of the related transactions. (xiiivi) The Information Statement Newmark Opco shall have repaid in full the BGC Partners-BGC U.S. Opco Other Debt Notes in accordance with Section 3.05. (vii) BGC Partners’ guarantee in respect of the Term Loan Credit Agreement and such other information concerning MallinckrodtBGC Partners’ guarantee in respect of the Acquisition Term Loans under the Revolving Credit Agreement, its businessin each case described in Section 2.02(b)(i), operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholdersterminated in full. (xivviii) All borrowings pursuant to the Intercompany Revolving Credit Agreement shall have been repaid in full, and the Intercompany Revolving Credit Agreement shall have been terminated. (ix) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment of the Covidien BGC Partners Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution not being in the best interest of BGC Partners or the transactions related theretoits stockholders. (b) The foregoing conditions are for the sole benefit of Covidien BGC Partners and shall not give rise to or create any duty on the part of Covidien BGC Partners or the Covidien BGC Partners Board to waive or not waive such conditions or in any way limit Covidien’s 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 such Article. Article X. Any determination made by the Covidien BGC Partners Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.03 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) Following the consummation of the IPO, Sunoco currently intends to effect the Distribution by means of a spin-off. Sunoco shall, in its sole discretion, determine the terms of the Distribution, including, without limitation, the form (including whether to effect the transaction as a spin-off, a split-off or a combination of both transactions), structure and all other terms of any transaction and/or offering to effect the Distribution. Subject to any restrictions contained in the Underwriting Agreement, Sunoco shall have the sole discretion to determine the date of consummation of the Distribution at any time after the IPO Closing Date; and such date as so determined by Sunoco is referred to herein as the “Distribution Date.” The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Sunoco in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien Sunoco from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which hereby shall continue in full force and effect and which such ruling shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Sunoco in its sole and absolute discretion, which tax and Sunoco’s receipt of an opinion shall rely on the effectiveness of the IRS Rulingfrom Wachtell, substantially Lipton, Xxxxx & Xxxx, counsel to Sunoco, to the effect that, for U.S. federal income tax purposes, that the Distribution Contribution and certain related transactionsthe Distribution, taken together, will qualify as transactions under Sections a transaction that is described in Section 355(a) and/or 368(aand 368(a)(1)(D) of the Code. (iiiii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole and absolute discretion, confirming consummate the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed full force and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiiiii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder shall Distribution will have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable governmental authority. (ixiv) All Governmental Approvals necessary to consummate No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Separation, consummation of the Distribution and the transactions related thereto and to permit the operation or any of the Mallinckrodt Business after related transactions shall be in effect, and no other event outside the control of Sunoco shall have occurred or failed to occur that prevents the consummation of the Distribution Date shall have been obtained and be in full force and effector any of the related transactions. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xiv) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares shares of the SunCoke Common Stock to be delivered distributed to the Covidien shareholders Sunoco stockholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivvi) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment of the Covidien Sunoco Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution not being in the best interest of Sunoco or the transactions related theretoits shareholders. (b) The foregoing conditions are for the sole benefit of Covidien Sunoco and shall not give rise to or create any duty on the part of Covidien Sunoco or the Covidien Sunoco Board to waive or not waive such conditions or in any way limit CovidienSunoco’s right to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien Sunoco Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.3 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or waiver by Covidien Xxxx Foods in its sole and absolute discretion, of the following conditions: (i) The continued validity conditions set forth in this Section 4.3. Any determination by Xxxx Foods regarding the satisfaction or waiver of a private letter ruling received any of such conditions shall be conclusive. For the avoidance of doubt, in the event that Xxxx Foods determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which Xxxx Foods shall not be modified or amended in any respect adversely affecting impact the intended tax-free treatment effectiveness of the Distribution and certain related transactionsContribution or the IPO. (iia) The receipt of a tax opinion from Skaddenby Xxxx Foods, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien it, at its option and in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of a ruling by the IRS Rulingand/or an opinion from its Tax Counsel regarding the Tax-Free Status and such other matters, substantially as it determines to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one be necessary or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien advisable in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction . (b) The receipt of any legal capital requirements in connection with Consents necessary to consummate the SeparationDistribution, which opinions Consents shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viic) No order, injunction injunction, decree or decree regulation issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution shall be in effect and no other event shall have occurred or failed to occur that prevents the Distribution or any consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viiid) After giving effect to the Distribution on a pro forma basis, Xxxx Foods shall be in compliance with all of the terms and conditions of the Xxxx Foods Credit Agreement. (e) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and in connection with the rules and regulations thereunder Distribution shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (xf) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares WhiteWave Common Stock to be delivered to the Covidien shareholders distributed in the Distribution shall have been obtainedaccepted for listing on The New York Stock Exchange, subject to official notice of issuance. (xiig) The SEC declaring effective the Form 10, with no order suspending the effectiveness Board of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law Directors of Xxxx Foods shall have been mailed received such opinions from its financial advisor as such Board of Directors may require with respect to the Qualifying Covidien ShareholdersDistribution. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) The consummation obligation of AXP to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien AXP, in its sole and absolute discretion, of each of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment final approval of the Distribution shall have been given by the Board of Directors of AXP, and certain related transactions. (ii) The receipt the Board of a tax opinion from SkaddenDirectors of AXP shall have declared the dividend of Ameriprise Common Stock, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien each such action in its sole and absolute discretion; (b) the Registration Statement shall have been filed with, which tax opinion and declared effective by, the SEC, and there shall rely on be no stop-order in effect with respect thereto and the effectiveness Information Statement shall have been mailed to AXP shareholders; (c) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution United States (and certain related transactions, taken together, will qualify as transactions any comparable laws under Sections 355(aany foreign jurisdictions) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the SeparationDistribution (including, which opinions shall be in form if applicable, any actions and substance acceptable filings relating to Covidien in its sole the Registration Statement) and absolute discretion any other necessary and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization applicable Consents shall have been completed in accordance with taken, obtained and, where applicable, have become effective or been accepted, each as the Plan of Reorganization.case may be; (vd) The financing contemplated the Ameriprise Common Stock to be obtained delivered in connection with the Separation as described in Section 2.15 herein Distribution shall have been obtained.accepted for listing on the NYSE, subject to official notice of issuance; (vie) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Contribution or the Distribution or any of the other transactions related thereto shall be pending, threatened, issued contemplated by this Agreement or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder any Ancillary Agreement shall have been taken threatened or made, and, where applicable, have become effective or been accepted.be in effect; (ixf) All Governmental Approvals necessary AXP shall have received a tax opinion from Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, in form and substance satisfactory to consummate AXP, to the Separationeffect that the transactions contemplated hereunder will qualify as transactions that are generally tax free under Sections 355, 361, and 368 of the Code, and the private letter ruling issued to AXP by the Internal Revenue Service regarding the tax free status of the transactions contemplated hereunder shall not have been revoked or materially amended; (g) AXP shall have established the Record Date and shall have given the NYSE not less than ten days' advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (h) the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall will not violate or result in a breach of applicable law Law or any material contract agreement; (i) all Consents required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (j) the Separation, Contribution and Recapitalization shall have been consummated in accordance with this Agreement; (k) Ameriprise, IDS Life Insurance Company and IDS Property Casualty Insurance Company shall have received credit ratings from the rating agencies rating such entities that are satisfactory to AXP; (l) Ameriprise shall have transferred to AXP all of Covidien its right, title and interest in AEIDC; (m) Ameriprise shall have entered into the bridge loan facility; (n) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or Mallinckrodt or any complied with all of their respective Subsidiaries.covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time; and (xio) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution Board of Directors of AXP shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before not determined that any event or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or development shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, or exists that makes it inadvisable to effect the Separation, the Distribution or the transactions related theretoDistribution. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) The Subject to Section 4.4, the following are conditions to the consummation of the Distribution will be subject (which, to the satisfactionextent permitted by applicable Law, may be waived, in whole or waiver in part, by Covidien Dover in its sole and absolute discretion, of the following conditions: (i) ). The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Dover and shall not give rise to or create any duty on the part of Covidien Dover or the Covidien Board of Directors of Dover to waive or not waive such conditions or in any way limit Covidien’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 Articlecondition. Any determination made by the Covidien Board Dover prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.5 shall be conclusive and binding on the PartiesParties hereto. (a) The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto or proceedings seeking any such stop order pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of Information Statement Materials) shall have been mailed to Dover’s stockholders as of the Record Date; (b) The Apergy Common Stock to be delivered to the Dover stockholders in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) Dover shall have obtained either: (i) (A) a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Dover (in its sole discretion) substantially to the effect, among other things, that the Distribution, together with the Contribution, will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Code, and that the Distribution will qualify as a tax-free distribution to Dover’s shareholders under Section 355 of the Code, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in any material respect and (B) an opinion from XxXxxxxxx Will & Xxxxx LLP or other outside tax counsel of national standing, in form and substance satisfactory to Dover (in its sole discretion), substantially to the effect that the Distribution, together with the Contribution, will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Code, and the Distribution will qualify as a tax-free distribution to Dover’s shareholders under Section 355 of the Code; or (ii) an opinion from XxXxxxxxx Will & Xxxxx LLP or other outside tax counsel of national standing, in form and substance satisfactory to Dover (in its sole discretion), substantially to the effect, among other things, that the Distribution, together with the Contribution, will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Code, and the Distribution will qualify as a tax-free distribution to Dover’s shareholders under Section 355 of the Code. (d) All permits, registrations and consents required under the securities or blue sky Laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been obtained and be in full force and effect; (e) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be in effect, pending, threatened or issued and no other event outside the control of Dover shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions; (f) The Reorganization and the Separation shall have been effectuated, including execution of all related Reorganization Documents, in accordance with the Reorganization Step Plan, in each case, as provided for in Section 3.1, except for such steps (if any) as Dover in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) The Board of Directors of Dover shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (j) The Board of Directors of Dover shall have received an opinion from an independent appraisal firm confirming the solvency of each of Dover and Apergy after the Distribution and, as to the compliance by Dover in declaring the Distribution, with surplus requirements under Delaware Law, that is in form and substance acceptable to Dover in its sole discretion; (k) Dover shall have received satisfactory assurances (as determined by Dover in its sole discretion) that on or prior to the Distribution Date, the Apergy Financing Arrangements shall have been executed and delivered and the proceeds thereof shall have been received by Apergy and Dover shall have received the Financing Cash Payment and Dover shall be satisfied in its sole discretion that, as of the Effective Time, no member of the Dover Group shall have any Liability under the Apergy Financing Arrangements; and (l) No events or developments shall have occurred or exist that, in the judgment of the Board of Directors of Dover, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in the best interest of Dover or its stockholders.

Conditions to Distribution. Subject to Section 3.2, the following are conditions to the consummation of Distribution. The conditions are for the sole benefit of ParentCo and shall not give rise to or create any duty on the part of ParentCo or the Board of Directors of ParentCo to waive or not waive any such condition: (a) The consummation board of directors of ParentCo shall have authorized and approved the Separation and Distribution and related party transactions and not withdrawn such authorization and approval, and shall have declared the dividend of Ordinary Shares or SpinCo’s ADSs to ParentCo’s equity holders. (b) The board of directors of SpinCo and ParentCo shall have authorized and approved the Separation and Distribution. (c) The SEC shall have declared effective the F-1 under the Securities Act, and no stop order suspending the effectiveness of the Distribution F-1 will be subject to in effect and no proceedings for such purpose will be pending before or threatened by the satisfaction, or waiver by Covidien in its sole and absolute discretion, of the following conditions:SEC. (id) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior SpinCo’s ADSs to the date hereof be distributed in connection with the transactions Separation and Distribution shall have been approved for listing on the Exchange, subject to official notice of issuance. (e) This Agreement shall have been signed and conditions precedent shall have been satisfied, including the transfers of assets and liabilities contemplated hereby, which by this Agreement shall continue be in full force and effect and which shall not be modified or amended in any respect adversely affecting effect. (f) An opinion issued by Xxxxx LLP regarding the intended qualification of the Distribution as a transaction that is generally tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposespurposes under Sections 355 and 361 of the Code, to the satisfaction of the board of directors of ParentCo. (g) A memorandum or an opinion issued by Jingtian & Gongcheng regarding the qualification of the Distribution as a transaction that is generally tax-free for the PRC Tax purposes and regarding certain other Tax matters relating to the Distribution and certain other related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) in each case to the satisfaction of the Codeboard of directors of ParentCo. (iiih) The receipt prospectus contained in the F-1 shall have been made available, and upon request, delivered, to Record Holders on or prior to the Distribution Date. (i) All actions or filings necessary or appropriate under applicable securities Laws shall have been taken and, where applicable, shall have become effective or been accepted by the applicable governmental entity. (j) Any approvals of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole any governmental entities required for the consummation of the Separation and absolute discretion, confirming Distribution shall have been obtained. (k) Confirmation of the solvency and financial viability of each of Covidien SpinCo and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with ParentCo after the Separation as described in Section 2.15 herein and Distribution by the boards of directors of ParentCo and SpinCo shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viil) No order, injunction or decree issued by any Governmental Authority court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Separation and Distribution or any of the related transactions related thereto shall be pending, threatened, issued or in effect, and no other event outside the control of ParentCo shall have occurred or failed to occur that prevents the consummation of the Separation and Distribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivm) No other events event or developments shall exist or shall development will have occurred or exist that, in the judgment of the Covidien Boardboard of directors of ParentCo, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Separation and Distribution or the transactions any other related theretotransactions. (bn) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board Immediately prior to the Distribution concerning Distribution, the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 SpinCo Articles shall be conclusive and binding on the Partiesin effect.

Conditions to Distribution. (a) The consummation obligation of ADP to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien ADP, in its sole and absolute discretion, of each of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment final approval of the Distribution shall have been given by the Board of Directors of ADP, and certain related transactions. (ii) The receipt the Board of a tax opinion from SkaddenDirectors of ADP shall have declared the dividend of Broadridge Common Stock, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien each such action in its sole and absolute discretion; (b) the Registration Statement shall have been filed with, which tax opinion and declared effective by, the SEC, and there shall rely on be no stop-order in effect with respect thereto and the effectiveness Information Statement shall have been mailed to ADP shareholders; (c) the actions and filings necessary or appropriate under applicable federal and state securities laws of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution United States (and certain related transactions, taken together, will qualify as transactions any comparable laws under Sections 355(aany foreign jurisdictions) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the SeparationDistribution (including, which opinions shall be in form if applicable, any actions and substance acceptable filings relating to Covidien in its sole the Registration Statement) and absolute discretion any other necessary and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization applicable Consents from any Governmental Authority shall have been completed in accordance with taken, obtained and, where applicable, have become effective or been accepted, each as the Plan of Reorganization.case may be; (vd) The financing contemplated the Broadridge Common Stock to be obtained delivered in connection with the Separation as described in Section 2.15 herein Distribution shall have been obtained.approved for listing on the NYSE, subject to official notice of issuance; (vie) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Pre-Distribution Transactions or the Distribution or any of the other transactions related thereto shall be pending, threatened, issued contemplated by this Agreement or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder any Ancillary Agreement shall have been taken threatened or made, and, where applicable, have become effective or been accepted.be in effect; (ixf) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date ADP shall have been obtained received a tax opinion from Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and be in full force and effect. (x) The Separation substance satisfactory to ADP, to the effect that the LLC Conversion and the Distribution will qualify as a tax-free spin-off under Sections 368(a)(1)(D) and 355 of the Code, and the private letter ruling issued to ADP by the Internal Revenue Service regarding the tax-free status of the transactions contemplated hereunder shall not have been revoked or materially amended; (g) ADP shall have established the Record Date and shall have given the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act and Rule 204.21 of the NYSE Listed Company Manual; (h) the Distribution will not violate or result in a breach of applicable law Law or any material contract agreement; (i) all material Consents required in connection with the transactions contemplated hereby (that are not referred to in Section 3.3(c)) shall have been received and be in full force and effect; (j) each of Covidien the Pre-Distribution Transactions shall have been consummated in accordance with this Agreement; (k) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or Mallinckrodt or any complied with all of their respective Subsidiaries.covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time; and (xil) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution Board of Directors of ADP shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before not determined that any event or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or development shall have occurred thator exists, in or might occur or exist, that makes it inadvisable to effect the judgment Distribution. Each of the Covidien Boardforegoing conditions is for the sole benefit of ADP and ADP may, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board determine whether to waive or not waive such conditions or in any way limit Covidien’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 Articlecondition. Any determination made by the Covidien Board ADP, in its sole and absolute discretion, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Manitowoc ParentCo in its sole and absolute discretion, of the following conditions: (i) The continued validity conditions set forth in this Section 3.3. Any determination by Manitowoc ParentCo regarding the satisfaction or waiver of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not any of such conditions will be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactionsconclusive. (iia) The receipt of a tax opinion from SkaddenManitowoc ParentCo Board shall, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion have authorized and approved the Separation and the Distribution and not withdrawn such authorization and approval. (b) The Manitowoc ParentCo Board shall rely on have declared the dividend of SpinCo Common Stock to the Manitowoc ParentCo shareholders. (c) The SEC shall have declared the Form 10 effective under the Exchange Act, no stop order suspending the effectiveness of the IRS RulingForm 10 shall be in effect, substantially and no proceedings for such purpose shall be pending before or threatened by the SEC, and the Information Statement included therein (the “Information Statement”) or a notice of Internet availability of the Information Statement will have been mailed to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the CodeManitowoc ParentCo shareholders. (iiid) The receipt of one or more opinions from Xxxxxxxx Xxxxx New York Stock Exchange or another independent firm acceptable national securities exchange approved by the Manitowoc ParentCo Board shall have accepted the SpinCo Common Stock for listing, subject to Covidien official notice of issuance. (e) The Internal Reorganization and Contribution shall have been completed. (f) Manitowoc ParentCo shall have received an opinion from its Tax Advisor, in form and substance satisfactory to Manitowoc ParentCo in its sole and absolute discretion, confirming that, subject to the solvency accuracy of and financial viability compliance with certain representations, assumptions and covenants, the Distribution and certain related transactions will qualify for non-recognition of each gain or loss to Manitowoc ParentCo or its shareholders pursuant to Sections 355 and 368 and related provisions of Covidien and Mallinckrodt and the satisfaction Code, except to the extent of any legal capital requirements cash received in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedlieu of fractional shares. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viig) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect, and no other event outside the Distribution control of Manitowoc ParentCo shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivh) No other events or developments shall exist or shall have occurred prior to the Distribution that, in the judgment of the Covidien Manitowoc ParentCo Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on Manitowoc ParentCo or its shareholders. (i) Each of the transactions related Ancillary Agreements will have been duly executed and delivered by the parties thereto. (bj) The SpinCo Certificate of Incorporation and Bylaws, in the form specified in Section 3.2(e), shall be in effect. Each of the foregoing conditions are is for the sole benefit of Covidien Manitowoc ParentCo and shall will not give rise to or create any duty on the part of Covidien Manitowoc ParentCo or the Covidien Board its board of directors to waive or not to waive any such conditions condition or to effect the Distribution, or in any way limit CovidienManitowoc ParentCo’s right to terminate this Agreement as set forth in Article X or alter the consequences rights of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the PartiesAgreement.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Agilent in its sole and absolute discretion, of the following conditions: (i) The continued validity conditions set forth in this Section 5.3. Any determination by Agilent regarding the satisfaction or waiver of a private letter ruling received any of such conditions will be conclusive. For the avoidance of doubt, in the event that Agilent determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Covidien from Agilent will not affect the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment effectiveness of the Distribution and certain related transactionsTransfer or the IPO. (iia) The receipt of a tax opinion from Skaddenby Agilent, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien it, of an opinion from its Tax Advisor that the Distribution should qualify as a distribution under Section 355 of the Code, subject to Section 367 of the Code, and such other matters as Agilent may determine to be necessary or advisable in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable any governmental approvals and material consents necessary to Covidien in its sole and absolute discretion, confirming consummate the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the SeparationDistribution, which opinions shall approvals and consents will be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viic) No order, injunction injunction, decree or decree regulation issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution will be in effect and no other event outside the Distribution control of Agilent will have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viiid) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder shall Distribution will have been taken or made, and, where applicable, have become effective or been accepted. (ixe) All Governmental Approvals necessary The Verigy Ordinary Shares to consummate the Separation, be distributed in the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall will have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval accepted for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtainedNasdaq National Market, subject to official notice of issuance. (xiif) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened receipt by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred thatAgilent, in the judgment form and substance satisfactory to it, of the Covidien Board(i) an opinion from Delaware counsel, selected by Agilent in its sole and absolute discretion, makes it inadvisable regarding the appropriateness of the determination by the Agilent Board of Directors that Agilent has sufficient surplus under Delaware law to effect the Separation, permit the Distribution or the transactions related thereto. and (bii) The foregoing conditions are for the sole benefit of Covidien and shall not give rise appropriate certificates from Verigy with respect to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 factual matters required by the Covidien Board prior advisors to render the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth opinions referenced in this Section 3.3 shall be conclusive and binding on the Parties(i).

Conditions to Distribution. (a) The consummation obligations of the parties to consummate the Distribution will shall be subject to conditioned on the satisfaction, or waiver by Covidien in its sole and absolute discretionthe Kraft Foods Board, of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebyKraft Foods Board shall, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion have authorized and approved the Separation and the Distribution and not withdrawn such authorization and approval. (b) The Kraft Foods Board shall rely on have declared the dividend of GroceryCo Common Stock to the Record Holders. (c) The SEC shall have declared the Form 10 effective under the Exchange Act, no stop order suspending the effectiveness of the IRS RulingForm 10 shall be in effect, substantially and no proceedings for such purpose shall be pending before or threatened by the SEC. (d) NASDAQ or another national securities exchange approved by the Kraft Foods Board shall have accepted the GroceryCo Common Stock for listing, subject to official notice of issuance. (e) The Internal Reorganization shall have been completed. (f) The private letter ruling that Kraft Foods Inc. received from the Internal Revenue Service (“IRS”), to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants (i) the Contribution and Internal Distribution will qualify for U.S. federal income tax purposesnon-recognition of gain or loss to SnackCo and GroceryCo pursuant to Sections 368 and 355 of the Code (except to the extent the IRS generally will not rule on certain transfers of intellectual property, which will be covered solely by the opinion of Kraft Foods Inc.’s Tax Advisor) and (ii) the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) for non-recognition of gain or loss to Kraft Foods Inc. and the Kraft Foods Shareholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares, will not have been revoked or modified in any material respect as of the Distribution Date. (iiig) The receipt of one or more opinions Kraft Foods Inc. shall have received an opinion from Xxxxxxxx Xxxxx or another independent firm acceptable its Tax Advisor, in form and substance satisfactory to Covidien Kraft Foods Inc. in its sole and absolute discretion, confirming that, subject to the solvency accuracy of and financial viability compliance with certain representations, assumptions and covenants, (i) the Contribution and Internal Distribution will qualify for non-recognition of each gain or loss to Kraft Foods Inc. and GroceryCo pursuant to Sections 368 and 355 of Covidien the Code and Mallinckrodt (ii) the Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and the satisfaction Kraft Foods Shareholders pursuant to Section 355 of any legal capital requirements the Code, except to the extent of cash received in connection with lieu of fractional shares. (h) Kraft Foods Inc. shall have received an advance income tax ruling from the SeparationCanada Revenue Agency (“CRA”), which opinions shall be in form and substance acceptable satisfactory to Covidien Kraft Foods Inc. in its sole and absolute discretion discretion, to the effect that, subject to the accuracy of and which opinions shall not have been withdrawn or rescinded. compliance with certain representations, assumptions and covenants and based on the current provisions of the Income Tax Act (ivCanada) The Reorganization shall have been completed (the “Canadian Tax Act”), the separation of the assets and liabilities in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained Canada held in connection with the Separation SnackCo Business from the assets and liabilities in Canada held in connection with the GroceryCo Business will be treated for purposes of the Canadian Tax Act as described resulting in Section 2.15 herein shall have been obtaineda “butterfly” reorganization with no material Canadian federal income tax payable by SnackCo’s Canadian subsidiary, GroceryCo’s Canadian subsidiary or their respective shareholders, and that advance income tax ruling will remain in effect as of the Distribution Date. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viii) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect, and no other event outside the Distribution control of Kraft Foods Inc. shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivj) No other events or developments shall exist or shall have occurred prior to the Distribution that, in the judgment of the Covidien Kraft Foods Board, would result in the Distribution having a material adverse effect on Kraft Foods Inc. or the Kraft Foods Shareholders. (k) The actions set forth in Sections 3.1(b), (c), (g), (h) and (i) shall have been completed. The foregoing conditions may only be waived by the Kraft Foods Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Kraft Foods Inc. and shall not give rise to or create any duty on the part of Covidien or the Covidien Kraft Foods Board to waive or not waive such conditions or in any way limit Covidien’s the right to terminate of termination of this Agreement as set forth in Article X Section 8.3 or alter the consequences of any such termination from those specified in such ArticleSection 8.3. Any determination made by the Covidien Kraft Foods Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 3.2 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation obligations of the parties hereto to consummate the Distribution will be are subject to the satisfaction, or waiver by Covidien Parent in its sole and absolute discretion, of each of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which conditions shall continue in full force and effect and be for the sole benefit of Parent, which shall not conditions may be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien waived by Parent in its sole and absolute discretion, and any determination by Parent regarding the satisfaction or waiver of any of such conditions shall be conclusive, and which tax opinion conditions shall rely 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 this Agreement or alter the consequences of any such termination from those specified in this Agreement; provided that for the avoidance of doubt, in the event that Parent determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Parent shall not impact the effectiveness of the IRS Ruling, substantially to Separation or the effect that, for U.S. federal income tax purposes, IPO: (a) final approval of the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of shall have been given by the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien Parent Board in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded.; (ivb) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws of the United States or any state securities and blue sky Laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the rules and regulations thereunder Distribution shall have been taken or made, and, where applicable, have become effective or been accepted.accepted by the applicable Governmental Authority; (ixc) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Company Common Stock to be delivered to the Covidien shareholders issued in the Distribution shall have been obtainedaccepted for listing on NYSE, subject to official notice of issuance.; (xiid) The SEC declaring effective to the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened extent required by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine Parent in its sole and absolute discretion and as may otherwise be required by law discretion, Parent shall have been mailed received an opinion from Xxxxx Xxxx & Xxxxxxxx LLP, counsel to Parent, regarding the Qualifying Covidien Shareholders.Tax-Free Status of the Contribution, the Separation Payment and the Distribution, taken together (the “Tax Opinion”); (xive) No no order, injunction or decree issued by any Governmental Authority or other events legal restraint or developments shall exist prohibition restraining or shall have occurred that, in preventing the judgment consummation of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the IPO, the Distribution or any of the transactions related thereto.other Transactions shall be in effect; and (bf) The foregoing conditions are for the sole benefit of Covidien all Consents and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or Governmental Approvals required in any way limit Covidien’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 Covidien Board prior to connection with the Distribution concerning shall have been received, except where the satisfaction failure to obtain such Consents or waiver of any or all Governmental Approvals would not have a material adverse effect on either (i) the ability of the conditions set forth in this Section 3.3 shall be conclusive and binding on parties to consummate the PartiesTransactions or (ii) the Lithium Business, taken as a whole.

Conditions to Distribution. (a) The consummation obligations of the parties to consummate the Distribution will shall be subject to conditioned on the satisfaction, or waiver by Covidien in its sole and absolute discretionthe Northrop Grumman Board, of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebyNorthrop Grumman Board shall, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion have authorized and approved the Separation and the Distribution and not withdrawn such authorization and approval. (b) The New NGC Board shall rely on have declared the dividend of HII Common Stock to the Record Holders. (c) Each Ancillary Agreement shall have been executed by each party thereto. (d) The SEC shall have declared the Form 10 effective, no stop order suspending the effectiveness of the IRS RulingForm 10 shall be in effect, substantially to and no proceedings for such purpose shall be pending before or threatened by the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the CodeSEC. (iiie) The receipt of one or more opinions from Xxxxxxxx Xxxxx HII Common Stock shall have been accepted for listing on the NYSE or another independent firm acceptable national securities exchange approved by the Northrop Grumman Board, subject to Covidien in its sole and absolute discretion, confirming the solvency and financial viability official notice of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedissuance. (ivf) The Internal Reorganization shall have been completed in accordance with the Plan of Reorganizationcompleted. (vg) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein New NGC shall have been obtainedreceived the IRS Ruling and the Opinion, each of which shall remain in full force and effect, that the Holding Company Reorganization, the Internal Reorganization, and the Distribution will qualify for Tax-Free Status. (vih) Each of the Ancillary Agreements HII shall have been duly executed (i) entered into the HII Credit Facility, (ii) received the net proceeds from the HII Debt and delivered by (iii) made the applicable parties theretoHII Contribution. (viii) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect, and no other event outside the Distribution control of NGC shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivj) No other events or developments shall exist or shall have occurred prior to the Distribution that, in the judgment of the Covidien Northrop Grumman Board, would result in the Distribution having a significant adverse effect on Northrop Grumman or the Northrop Grumman Stockholders. (k) The actions set forth in Sections 3.1(c), (h) and (i) shall have been completed. (l) HII shall have delivered to New NGC a certificate signed by the chief financial officer of HII, dated as of the Distribution Date, certifying that the HII Entities have complied with Section 2.7(a). The foregoing conditions may only be waived by the Northrop Grumman Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Northrop Grumman and shall not give rise to or create any duty on the part of Covidien or the Covidien Northrop Grumman Board to waive or not waive such conditions or in any way limit Covidien’s the right to terminate of termination of this Agreement as set forth in Article X IX or alter the consequences of any such termination from those specified in such ArticleArticle IX. Any determination made by the Covidien Northrop Grumman Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 3.2 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation obligations of the Parties to consummate the Distribution will be subject to conditioned on the satisfaction, or waiver by Covidien in its sole and absolute discretionthe Timken Board, of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebyTimken Board shall, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion have authorized and approved the Separation and the Distribution and not withdrawn such authorization and approval. (b) The Timken Board shall rely on have declared the dividend of TimkenSteel Common Shares to the Record Holders. (c) The SEC shall have declared the Form 10 effective under the Exchange Act, no stop order suspending the effectiveness of the IRS RulingForm 10 shall be in effect, substantially to and no proceedings for such purpose shall be pending before or threatened by the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the CodeSEC. (iiid) The receipt of one or more opinions from Xxxxxxxx Xxxxx NYSE or another independent firm acceptable national securities exchange approved by the Timken Board shall have accepted the TimkenSteel Common Shares for listing, subject to Covidien official notice of issuance. (e) The Reorganization shall have been completed. (f) Timken shall have received an opinion from its Tax Advisor, in form and substance satisfactory to Timken in its sole and absolute discretion, confirming that, subject to the solvency accuracy of and financial viability compliance with certain representations, assumptions and covenants, (i) the Distribution will qualify as tax-free to TimkenSteel, Timken and Timken Shareholders (except for cash received in lieu of each fractional shares) for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) and related provisions of Covidien the Code, and Mallinckrodt (ii) the Reorganization and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained related restructuring transactions undertaken in connection with the Separation as described in Section 2.15 herein shall have been obtainedwill be tax-free to TimkenSteel, Timken and other members of the Timken consolidated Tax reporting group. (vig) Each of the Ancillary Agreements The Timken Board shall have been duly executed received an opinion from Xxxxx Xxxxxx Xxxx, Inc., in form and delivered by substance reasonably satisfactory to the applicable parties theretoTimken Board, with respect to the capital adequacy and solvency of each of Timken and TimkenSteel immediately after the Distribution. (viih) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect, and no other event outside the Distribution control of Timken shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivi) No other events or developments shall exist or shall have occurred prior to the Distribution that, in the judgment of the Covidien Timken Board, would result in the Distribution having a material adverse effect on Timken or the Timken Shareholders. (j) The actions set forth in Sections 3.1(b), (c), (g), (h) and (i) shall have been completed. The foregoing conditions may be waived only by the Timken Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Timken and shall will not give rise to or create any duty on the part of Covidien or the Covidien Timken Board to waive or not waive such conditions or in any way limit Covidien’s the right to terminate of termination of this Agreement as set forth in Article X Section 8.3 or alter the consequences of any such termination from those specified in such ArticleSection 8.3. Any determination made by the Covidien Timken Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall 3.2 will be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. Subject to Section 3.2, the following are conditions to the consummation of Distribution. The 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 Board of Directors of Parent to waive or not waive any such condition: (a) The consummation All permits, registrations and consents required under the securities or blue sky laws of the Distribution will be subject to the satisfaction, states or waiver by Covidien in its sole and absolute discretion, other political subdivisions of the following conditions: (i) The continued validity United States or of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained other foreign jurisdictions in connection with the Separation as described in Section 2.15 herein and the Distribution shall have been obtainedobtained and be in full force and effect. (vib) Each of All material Government Approvals and other Consents necessary to consummate the Ancillary Agreements Separation and the Distribution shall have been duly executed obtained and delivered by the applicable parties theretobe in full force and effect. (viic) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Separation and the Distribution shall be in effect and no other event outside the control of Parent shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viiid) The actions Board of Directors of Parent shall have authorized and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws approved the Distribution and not withdrawn such authorization and approval. (e) The requisite holders of Parent Preferred Stock shall have approved the Separation and the rules Distribution and regulations thereunder not withdrawn such approval. (f) Parent and Q2 shall have completed the Transfer of Cbanc Assets to CBN, and the Assumption of all the Cbanc Liabilities by Spinco and CBN shall be completed. (g) The Board of Directors of Parent shall have approved the Cbanc Business Pro Forma Balance Sheet. (h) All Ancillary Agreements shall have been taken or madeentered into by the Parties and all other parties thereto, and, where as applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be remain in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivi) No other events or developments shall exist or shall have occurred that, in the judgment sole discretion of the Covidien BoardBoard of Directors of Parent, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on Parent or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part stockholders of Covidien or the Covidien Board to waive Parent or not waive such conditions or being in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter the consequences best interest of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive Parent and binding on the Partiesits stockholders.

Conditions to Distribution. (a) The consummation obligations of the Parties to consummate the Distribution will shall be subject to conditioned on the satisfaction, or waiver by Covidien in its sole and absolute discretionthe MetLife board of directors, or an applicable committee thereof, of the following conditions: (ia) The continued validity MetLife board of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebydirectors shall, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, have authorized and approved the Corporate Reorganization, any other transfers and assumptions of liabilities contemplated by this Agreement, the Transaction Documents and any related agreements, the Separation and the Distribution, and shall not have withdrawn such authorization and approval. (b) The MetLife board of directors shall have declared the dividend of Company Common Stock to the Record Holders, such dividend to be paid to the Record Holders as part of the Distribution pursuant to the terms and conditions set forth herein. (c) The SEC shall have declared the Registration Statement on Form 10 in respect of the Distribution, of which tax opinion shall rely on the Information Statement is a part, effective under the Exchange Act, no stop order suspending the effectiveness of such Registration Statement on Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the CodeSEC. (iiid) The receipt notice of one internet availability of the Information Statement shall have been mailed to MetLife’s stockholders as contemplated by Section 3.2(c). (e) The applicable national securities exchange approved by the MetLife board of directors, or more opinions an applicable committee thereof, for listing of the Company Common Stock shall have accepted the Company Common Stock for listing, subject to official notice of issuance. (f) The Corporate Reorganization shall have been completed. (g) The private letter ruling that MetLife received from Xxxxxxxx Xxxxx the Internal Revenue Service regarding certain significant issues under the Code relating to the transaction will not have been revoked or another independent firm acceptable modified in any material respect as of the Closing Date. (h) MetLife shall have received an opinion from its Tax Advisor, in form and substance satisfactory to Covidien MetLife in its sole and absolute discretion, confirming that, subject to the solvency accuracy of and financial viability compliance with certain representations, assumptions and covenants, the Distribution will qualify for non-recognition of each gain or loss to MetLife and MetLife’s stockholders pursuant to Section 355 of Covidien and Mallinckrodt and the satisfaction Code, except to the extent of any legal capital requirements cash received in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedlieu of fractional shares. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viii) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction or jurisdiction, no other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect, and no other event outside the Distribution control of MetLife shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivj) No other events or developments shall exist or shall have occurred prior to the Distribution that, in the judgment of the Covidien BoardMetLife board of directors, or an applicable committee thereof, would result in the Distribution having a material adverse effect on MetLife or the MetLife stockholders. (k) The actions set forth in Sections 3.2(b), (c), (g) and (h) and Section 3.3 shall have been completed. The foregoing conditions may be waived only by the MetLife board of directors, or an applicable committee thereof, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien MetLife and shall not give rise to or create any duty on the part of Covidien the MetLife board of directors, or the Covidien Board any applicable committee thereof, to waive or not waive such conditions or in any way limit Covidien’s the right to terminate of termination of this Agreement as set forth in Article X Section 8.6 or alter the consequences of any such termination from those specified in such ArticleSection 8.6. Any determination made by the Covidien Board MetLife board of directors prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 3.4 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation of the Distribution will be subject Subject to the satisfactionSection 4.4, or waiver by Covidien in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior are conditions to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) Distribution. The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien RemainCo and shall not give rise to or create any duty on the part of Covidien RemainCo or the Covidien Board of Directors of RemainCo to waive or not waive such conditions or in any way limit Covidien’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 condition. (a) The SpinCo Form 10 shall have been declared effective by the Covidien Board Commission, with no stop order in effect with respect thereto, and a notice of Internet availability of the SpinCo Information Statement forming a part thereof shall have been mailed to the holders of RemainCo Common Stock; (b) The SpinCo Common Stock to be delivered in the Distribution shall have been approved for listing on the New York Stock Exchange, subject to official notice of distribution; (c) Prior to the Distribution, RemainCo shall have obtained an opinion from Xxxxxxxx & Xxxxx LLP and Deloitte Tax LLP, its tax advisors, in form and substance satisfactory to RemainCo (in its sole discretion), to the effect that, subject to the assumptions and limitations described therein, the Distribution, together with certain related transactions, will qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code in which no gain or loss is recognized by RemainCo or its stockholders, except, in the case of stockholders of RemainCo, for cash received in lieu of fractional shares; (d) Prior to the Distribution Date, RemainCo shall have obtained a solvency opinion from Xxxxxxxx Xxxxx Capital, Inc., in form and substance satisfactory to RemainCo to the effect that (i) following the Distribution, RemainCo, on the one hand, and SpinCo, on the other hand, will be solvent and adequately capitalized and (ii) RemainCo has adequate surplus to declare the applicable dividend; (e) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect; (f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect, and no other event outside the control of RemainCo shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) The financing transactions described in the SpinCo Information Statement as having occurred prior to the Distribution concerning shall have been consummated on or prior to the satisfaction Distribution; (h) The Board of Directors of RemainCo shall have approved the Distribution, which approval may be given or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive withheld at its absolute and binding on the Partiessole discretion.

Conditions to Distribution. (a) Following the consummation of the Separation, HBIO currently intends to effect the Distribution by means of a spin-off. HBIO shall, in its sole discretion, determine the terms of the Distribution, including, without limitation, the form (including whether to effect the transaction as a spin-off, a split-off or a combination of both transactions), structure and all other terms of any transaction and/or offering to effect the Distribution. HBIO shall have sole discretion to determine the date of consummation of the Distribution at any time after the Separation; and such date as so determined by HBIO is referred to herein as the “Distribution Date.” The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien HBIO in its sole and absolute discretion, of the following conditions: (i) The continued validity Separation shall have been completed in accordance with the provisions of Section 2. (ii) The Form 10 Registration Statement shall have been filed and declared effective by the SEC. (iii) HBIO shall have made a capital contribution to HXXX in the amount of at least $15 million. (iv) The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (v) 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 prior to the Distribution. (vi) Such other actions as the Parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and Distribution in order to assure the successful completion of the Separation and Distribution and the other transactions contemplated by this Agreement shall have been taken. (vii) This Agreement shall not have been terminated. (viii) The private letter ruling received by Covidien HBIO from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which hereby shall continue in full force and effect and which such ruling shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien HBIO in its sole and absolute discretion, which tax and HBIO’s receipt of an opinion shall rely on the effectiveness of the IRS Rulingfrom Bxxxx & Lxxxxxxx, substantially LLP, counsel to HBIO, to the effect that, for U.S. federal income tax purposes, that the Distribution Contribution and certain related transactionsthe Distribution, taken together, will qualify as transactions under Sections a transaction that is described in Section 355(a) and/or 368(aand 368(a)(1)(D) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation actions and filings necessary or appropriate under applicable securities Laws in connection with the Distribution shall not violate will have been taken or result in a breach of made, and, where applicable, have become effective or been accepted by the applicable law or any material contract of Covidien or Mallinckrodt or any of their respective SubsidiariesGovernmental Authority. (xi) 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 Distribution or any of the related transactions shall be in effect, and no other event outside the control of HBIO shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions. (xii) The approval for listing on the NYSE NASDAQ for the Mallinckrodt Ordinary Shares shares of the HXXX Common Stock to be delivered distributed to the Covidien shareholders HBIO stockholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred subsequent to the completion of the Separation that, in the judgment of the Covidien HBIO Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution not being in the best interest of HBIO or its shareholders. (xiv) the transactions related theretoreceipt by HBIO of an opinion, in form and substance satisfactory to it, from its financial advisor to the effect that HXXX and HBIO each will be solvent, adequately capitalized immediately after the Distribution and able to pay its liabilities as they become absolute and mature and that HBIO has sufficient surplus under Delaware law to declare the dividend of HXXX Common Stock. (b) The foregoing conditions are for the sole benefit of Covidien HBIO and shall not give rise to or create any duty on the part of Covidien HBIO or the Covidien HBIO Board to waive or not waive such conditions or in any way limit CovidienHBIO’s right to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien HBIO Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.3 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien ConocoPhillips in its sole and absolute discretion, of the following conditions:conditions set forth in this Section 3.3(a). Any determination by ConocoPhillips regarding the satisfaction or waiver of any of such conditions will be conclusive. (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof Separation shall have been completed in connection accordance with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactionsRestructuring Steps Memorandum. (ii) The receipt of ConocoPhillips will have received a tax opinion private letter ruling from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, U.S. Internal Revenue Service substantially to the effect that, for U.S. federal income tax purposesamong other things, the Distribution Contribution and certain related transactionsthe Distribution, if effected, taken together, will qualify as transactions a transaction that is tax-free for U.S. federal income tax purposes under Sections 355(a) and/or 368(a355 and 368(a)(1)(D) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole consummate the Distribution shall have been obtained and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder shall Distribution will have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (ixv) All Governmental Approvals necessary to consummate No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Separation, consummation of the Distribution or any of the related transactions shall be in effect, and no other event outside the control of ConocoPhillips shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions. (vi) A Registration Statement on Form 10 registering the Xxxxxxxx 66 Common Stock (the “Form 10”) shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the transactions related thereto and to permit Information Statement included therein (the operation of the Mallinckrodt Business after the Distribution Date “Information Statement”) shall have been obtained and be in full force and effectmailed to ConocoPhillips’ stockholders as of the Record Date. (xvii) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Xxxxxxxx 66 Common Stock to be delivered distributed to the Covidien shareholders ConocoPhillips stockholders in the Distribution shall have been obtainedaccepted for listing on the NYSE, subject to official notice of issuancedistribution. (xiiviii) The SEC declaring effective the Form 10, with no order suspending the effectiveness Each of the Form 10 in effect Ancillary Agreements shall have been duly executed and no proceedings for such purposes pending before or threatened delivered by the SECparties thereto. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivix) No other events or developments shall exist or shall have occurred or exist that, in the judgment of the Covidien ConocoPhillips Board, in its sole and absolute discretion, makes make it inadvisable to effect the SeparationDistribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions related theretocontemplated hereby not being in the best interest of ConocoPhillips or its stockholders. (b) The foregoing conditions are for the sole benefit of Covidien ConocoPhillips and shall not give rise to or create any duty on the part of Covidien ConocoPhillips or the Covidien ConocoPhillips Board to waive or not waive such conditions or in any way limit Covidien’s ConocoPhillips’ right to terminate this Agreement as set forth in Article X VI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien ConocoPhillips Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The Penford shall have the sole discretion to determine the date of consummation of the Distribution will at any time prior to the date six months after the Closing Date. Following the date six months after the Closing Date, Penford shall be obligated to effect the Distribution as promptly as practicable, subject to the satisfaction, or waiver by Covidien the Penford Board of Directors in its sole and absolute discretion, of the following conditions:conditions set forth below. (ia) The continued validity of a A private letter ruling received by Covidien from the IRS Internal Revenue Service (the “IRS "Private Letter Ruling”") prior to the date hereof in connection with the transactions contemplated herebyshall have been obtained, which and shall continue in full force and effect, or a written opinion from Ernst & Young LLP shall have been delivered, in either case to the effect and which shall not be modified or amended in any respect adversely affecting that, among other things, the intended Distribution will qualify as a tax-free treatment distribution for federal income tax purposes under Sections 355 and 368 of the Distribution Code, and certain related transactions. (ii) The receipt of a tax such ruling or opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to shall be in form and substance satisfactory to Covidien Penford in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable Any material Governmental Approvals and consents necessary to Covidien in its sole consummate the Distribution shall have been obtained and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viic) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the SeparationDistribution shall be in effect and no other event outside the control of Penford shall have occurred or failed to occur that prevents the consummation of the Distribution. (d) The transactions contemplated hereby shall be in compliance with applicable federal and state securities laws. (e) Each of Penwest and Penford shall have received such consents, and shall have received executed copies of such agreements or amendments of agreements, as they shall deem necessary in connection with the Distribution or any completion of the transactions related thereto shall be pending, threatened, issued contemplated by this Agreement or in effectany other agreement or document contemplated by this Agreement or otherwise. (viiif) The actions All action and filings other documents and instruments deemed necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and advisable in connection with the rules and regulations thereunder transactions contemplated hereby shall have been taken or madeexecuted, andas the case may be, where applicable, have become effective or been acceptedin form and substance satisfactory to Penford and Penwest. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivg) No other events or developments shall exist or material adverse change shall have occurred thatwith respect to the business or financial condition of Penford since August 31, 1997, or Penwest since September 30, 1997, which would, in the reasonable judgment of the Covidien BoardPenford Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the Separation, make approval of the Distribution or the transactions related thereto. (b) inadvisable. The foregoing conditions are for the sole benefit of Covidien Penford and shall not give rise to or create any duty on the part of Covidien Penford or the Covidien Penford Board of Directors to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiescondition.

Conditions to Distribution. (a) The consummation obligation of EWS to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien in its sole and absolute discretionas provided herein, of each of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment final approval of the Distribution shall have been given by the Board of Directors of EWS, and certain related transactions. (ii) The receipt the Board of a tax opinion from SkaddenDirectors of EWS shall have declared the distribution of SNI Common Shares, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien each such action in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code.; (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Registration Statement shall have been completed filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in accordance effect with respect thereto and the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein SNI Information Statement shall have been obtained.mailed to EWS shareholders; (vic) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. federal and state or other securities Laws or laws and state blue sky Laws laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the rules Distribution (including, if applicable, any actions and regulations thereunder filings relating to the Registration Statement) and any other necessary and applicable Consents shall have been taken or madetaken, obtained and, where applicable, have become effective or been accepted., each as the case may be; (ixd) All Governmental Approvals necessary the SNI Class A Common Shares to consummate the Separation, be delivered in the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained accepted for listing on the NYSE, subject to official notice of issuance; (e) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of any of the Separation transactions, including the Pre-Distribution Transactions and the Distribution, or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been threatened or be in full force and effect.; (xf) The EWS shall have received (i) a private letter ruling issued by the Internal Revenue Service regarding the tax free status of the Separation transactions contemplated hereby, which shall not have been revoked or materially amended by the Internal Revenue Service, and (ii) a tax opinion from Xxxxx & Xxxxxxxxx LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, to the effect that the Separation transactions contemplated hereby will qualify as transactions that are generally tax free under Section 355 of the Code; (g) EWS shall have established the Record Date and shall have given the NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (h) the Distribution shall not violate or result in a breach of applicable law Law or any material contract agreement of Covidien any Party or Mallinckrodt member of its Group; (i) all Consents required in connection with the Separation transactions contemplated hereby and the approval of the holders of EWS Common Voting Shares as set forth in the Proxy Statement shall have been received and be in full force and effect, and EWS shall have received an opinion from Xxxxx & Xxxxxxxxx LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, with respect to the Law of Ohio governing the rights of holders of EWS Common Shares to vote on the Separation transactions; (j) the Pre-Distribution Transactions shall have been consummated in accordance with Article II; (k) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or any complied with all of their respective Subsidiaries.covenants, obligations and agreements contained herein and therein and as required to be performed or complied with at, as of or prior to the Effective Time; (xil) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution Board of Directors of EWS shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Boardnot determined, in its sole and absolute discretion, that any event or development shall have occurred or exists that makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto.Distribution; and (bm) The the Amended and Restated Articles of Incorporation and the Amended and Restated Code of Regulations shall be in effect. Each of the foregoing conditions are is for the sole benefit of Covidien EWS and shall not give rise to it may, in its sole and absolute discretion, determine the satisfaction or create any duty on the part non-satisfaction of Covidien or the Covidien Board to waive or not waive such conditions and, upon authorization of the EWS Board in its sole and absolute discretion, waive, in whole or in part, any way limit Covidien’s right to terminate this Agreement as of conditions set forth in Article X or alter the consequences of any such termination from those specified in such Articleclauses (e), (f), (h), (i), (j), and (k). Any such determination made by the Covidien Board EWS prior to the Distribution concerning the satisfaction or full or partial waiver of any or all of the conditions set forth in this Section 3.3 3.03 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. (a) The consummation obligation of Remainco to effect the Spinco Distribution will pursuant to this Agreement shall be subject to the prior or simultaneous satisfaction, or or, to the extent permitted by applicable Law, waiver by Covidien Remainco, in its sole and absolute discretiondiscretion (other than the condition set forth in Section 3.3(a), which prior to the termination of the Merger Agreement may not be waived without RMT Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed), of the following conditions: (ia) The continued validity of a private letter ruling the Separation shall have been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution); (b) Remainco shall have received by Covidien (x) Spinco Debt Securities that satisfy the Par Exchange Requirement, (y) cash proceeds from the IRS borrowing by Spinco under the Spinco Financing Agreements pursuant to Section 8.19(k) of the Merger Agreement or (z) a combination of the foregoing, such that the aggregate principal amount of such Spinco Debt Securities, together with such cash proceeds, shall be equal to the Additional Amount; (c) the Spinco Special Cash Payment shall have been consummated in accordance with this Agreement; (d) an independent appraisal firm shall have delivered an opinion to the Remainco Board as to (x) the solvency of Spinco and (y) the solvency and surplus of Remainco, in each case (clauses (x) and (y)) after giving effect to the Spinco Special Cash Payment, the issuance of the Spinco Debt Securities (if any) and the consummation of the Spinco Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware law) (the “IRS RulingSolvency Opinion”) prior ); and such Solvency Opinion shall be reasonably acceptable to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be Remainco in form and substance satisfactory to Covidien in its Remainco’s sole discretion; and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions such Solvency Opinion shall not have been withdrawn or rescinded.rescinded or modified in any respect adverse to Remainco; (ive) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties each party thereto.; (viif) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation each of the Separation, the Distribution or any conditions in Article IX of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and Merger Agreement to Remainco’s obligations to effect the rules and regulations thereunder Merger shall have been taken satisfied or made, waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Spinco Distribution and/or the Merger; provided that such conditions are capable of being satisfied at such time); and, where applicable, have become effective or been accepted. (ixg) All Governmental Approvals necessary RMT Partner shall have irrevocably confirmed to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation Remainco that each condition in Article IX of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Merger Agreement to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable RMT Partner’s obligations to effect the SeparationMerger (i) has been satisfied, (ii) will be satisfied at the Distribution time of the Spinco Distribution, or (iii) subject to applicable Laws, is or has been waived by RMT Partner. Each of the transactions related thereto. (b) The foregoing conditions are is for the sole benefit of Covidien Remainco and shall not give rise to or create any duty on the part of Covidien Remainco or the Covidien Remainco Board (or any committee thereof) to waive or not to waive any such conditions condition in this Agreement or the Merger Agreement, or in any way limit CovidienRemainco’s right to terminate this Agreement as set forth in Article X or alter the consequences rights of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 Agreement or the Merger Agreement; provided that the foregoing shall be conclusive and binding on not limit the Partiesrights of the parties hereto under the Merger Agreement.

Conditions to Distribution. Subject to Section 3.2, the following are conditions to the consummation of Distribution. The conditions are for the sole benefit of Bentley and shall not give rise to or create any duty on the part of Bentley or the Board of Directors of Bentley to waive or not waive any such condition: (a) The consummation Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (b) All permits, registrations and consents required under the securities or blue sky laws of the Distribution will be subject to the satisfaction, states or waiver by Covidien in its sole and absolute discretion, other political subdivisions of the following conditions: (i) The continued validity United States or of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof other foreign jurisdictions in connection with the transactions contemplated hereby, which Distribution shall continue have been obtained and be in full force and effect effect; (c) All material government approvals and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of other consents necessary to consummate the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viid) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before other event outside the control of Bentley shall have occurred or threatened by failed to occur that prevents the SEC.consummation of the Distribution; (xiiie) The Information Statement Board of Directors of Bentley and such other information concerning MallinckrodtCPEX shall have obtained an opinion from Duff & Pxxxxx LLC, its businessin a form reasonably satisfactory to the Parties, operations substantially to the effect that each of CPEX and management, Bentley will be solvent and adequately capitalized immediately after the Distribution and Bentley has sufficient surplus under the Laws of Delaware to distribute the CPEX Common Stock; (f) The Board of Directors of Bentley shall have authorized and approved the Distribution and not withdrawn such other matters as Covidien shall determine in its sole authorization and absolute discretion and as may otherwise be required by law approval; (g) All Ancillary Agreements shall have been mailed to entered into by the Qualifying Covidien Shareholders.Parties; and (xivh) No other events or developments shall exist or shall have occurred that, in the judgment sole discretion of the Covidien BoardBoard of Directors of Bentley, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on Bentley or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part stockholders of Covidien or the Covidien Board to waive Bentley or not waive such conditions or being in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter the consequences best interest of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive Bentley and binding on the Partiesits stockholders.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, satisfaction of the following conditionsconditions set forth in this Section 2.03; any determination by Altria regarding the satisfaction of any of such conditions will be conclusive: (i) The continued validity of a private letter ruling All material governmental approvals and material consents necessary to consummate the Distribution shall have been received by Covidien from the IRS (the “IRS Ruling”) prior and continue to the date hereof in connection with the transactions contemplated hereby, which shall continue be in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions.effect; (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction injunction, decree or decree regulation issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution shall be in effect and no other event outside the Distribution control of Altria shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effect.Distribution; (viiiiii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares PMI Common Stock to be delivered to the Covidien shareholders distributed in the Distribution shall have been obtainedaccepted for listing on the New York Stock Exchange, subject to official notice of issuance. (xiiiv) The SEC declaring letter ruling Altria received from the Internal Revenue Service regarding the Tax-Free Status shall not have been revoked or modified in any material respect and Altria shall have received confirmation from its Tax Advisor that its opinion regarding the Tax-Free Status continues in effect as of the Distribution Date; (v) A Registration Statement on Form 10 registering PMI’s Common Stock shall be effective under the Form 10Securities Exchange Act, with no stop order suspending the effectiveness of the Form 10 in effect with respect thereto, and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law included therein shall have been mailed to Altria’s stockholders; and (vi) The actions and filings necessary under securities and blue sky laws of the Qualifying Covidien Shareholdersstates of the United States and any comparable laws under any foreign jurisdictions shall have been taken and become effective. (xivb) No other events In the event any condition set forth in this Section 2.03 shall not have been satisfied or developments shall exist is likely not to be satisfied on or shall have occurred thatbefore March 14, in 2008, Altria’s Board of Directors may postpone the judgment of Record Date and/or the Covidien Board, Distribution Date in its sole and absolute discretion, makes it inadvisable to effect . In the Separation, event the Distribution or Date is for any reason postponed more than 120 days after the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and date hereof, it shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior be an additional condition to the Distribution concerning that Altria’s Board of Directors shall have redetermined, as of such postponed Distribution Date, that the satisfaction or waiver of any or all Distribution satisfies the requirements of the conditions set forth in this Section 3.3 shall be conclusive and binding on the PartiesVirginia Stock Corporation Act governing distributions.

Conditions to Distribution. Subject to Section 4.4, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of ASD and shall not give rise to or create any duty on the part of ASD or the Board of Directors of ASD to waive or not waive any such condition. (a) The consummation of Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (b) The WABCO Common Stock to be delivered in the Distribution will be shall have been approved for listing on the NYSE, subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, official notice of the following conditions:distribution; (ic) The continued validity of ASD shall have obtained a private letter ruling received by Covidien from the IRS Internal Revenue Service in form and substance satisfactory to ASD (in its sole discretion), and such ruling shall remain in effect as of the “IRS Ruling”) prior Distribution Date, to the date hereof in connection with effect, among other things, that (i) the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting Internal Contributions followed by the intended Internal Distributions generally will qualify as tax-free treatment for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Distribution and certain related transactions. Code; (ii) The the Contribution followed by the Distribution generally will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code, (iii) no gain or loss will be recognized by ASD on the Contribution, (iv) no gain or loss will be recognized by WABCO on the Contribution, (v) no gain or loss will be recognized by (and no amount will otherwise be included in the income of) the shareholders of ASD upon their receipt of a tax WABCO common stock pursuant to the Distribution; and (vi) no gain or loss will be recognized by ASD pursuant to the Distribution; (d) ASD shall have obtained an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, its tax counsel to Covidiencounsel, dated as of the Distribution Date to be in form and substance satisfactory to Covidien ASD (in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling), substantially to the effect thatthat the Distribution, for U.S. federal income tax purposes, as well as the Distribution and certain related transactions, taken togetherInternal Distributions, will qualify as transactions tax-free for Federal income tax purposes under Sections 355(a368(a)(1)(D) and/or 368(a) and 355 of the Code.; (iiie) The receipt All permits, registrations and consents required under the securities or blue sky Laws of one states or more opinions from Xxxxxxxx Xxxxx other political subdivisions of the United States or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements other foreign jurisdictions in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; and (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viif) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. Subject to Section 4.04, the consummation of the Distribution shall be subject to the satisfaction or waiver of the following conditions which satisfaction or waiver shall be determined by CS in its sole discretion and which conditions are for the sole benefit of the Cadbury plc Group and shall not give rise to or create any duty on the part of CS or the board of directors of CS to waive or not waive any such condition: (a) The consummation Form 10 shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of CS Ordinary Shares; (b) The DPS Common Stock to be delivered in the Distribution will be shall have been approved for listing on the NYSE, subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, official notice of the following conditions:issuance; (ic) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which Any Governmental Approvals shall continue have been obtained and be in full force and effect effect; (d) The Scheme shall have been sanctioned by the Court and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment office copies of the Distribution Scheme Court Orders shall have been registered by the UK Registrar of Companies at Companies House; (e) The Cadbury plc Ordinary Shares shall have been (i) admitted to the official list of the UKLA and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel admitted to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely trading on the effectiveness of the IRS Ruling, substantially to the effect that, London Stock Exchange’s main market for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code.listed Securities; (iiif) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole Cadbury plc shall have received the Court Order approving the Reduction and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization such Court Order shall have been completed in accordance with delivered to the Plan UK Registrar of Reorganization.Companies and been registered by him; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viig) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto thereto, including the transfers of Assets and Assumption of Liabilities contemplated by this Agreement, shall be pending, threatened, issued or in effect.; (viiih) CS shall have completed the contribution/transfer of the Beverages Business to DPS; (i) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and financing transactions described in the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary Information Statement as having occurred prior to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject consummated on or prior to official notice of issuance.the Distribution; (xiij) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien There shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall not have occurred an event or development that, in the judgment opinion of the Covidien Boardboard of directors of CS, in its sole and absolute discretion, makes it inadvisable to effect the Separation, would result in the Distribution having a material adverse effect on CS or the transactions related thereto.any of its Subsidiaries or CS’ shareholders; and (bk) The foregoing conditions are for the sole benefit of Covidien and Ancillary Agreements shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 have been entered into by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the applicable Parties.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Emergent in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien Emergent from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, tax counsel to CovidienEmergent, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Emergent in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a368(a)(1)(D) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (viiv) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viiv) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiivi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ixvii) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Aptevo Business after the Distribution Date shall have been obtained and be in full force and effect. (xviii) The Separation and the Distribution shall not violate or result in a breach of applicable law Law or any material contract of Covidien Emergent or Mallinckrodt Aptevo or any of their respective Subsidiaries. (xiix) The approval for listing on the NYSE Nasdaq for the Mallinckrodt Ordinary Aptevo Common Shares to be delivered to the Covidien shareholders Record Holders in the Distribution shall have been obtained, subject to official notice of issuance. (xiix) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiiixi) The Information Statement and such other information concerning MallinckrodtAptevo, its business, operations and management, the Distribution and such other matters as Covidien Emergent shall determine in its sole and absolute discretion and as may otherwise be required by law Law shall have been mailed to the Qualifying Covidien ShareholdersRecord Holders. (xii) The Emergent Board shall have authorized and approved the Distribution and not withdrawn such authorization and approval. (xiii) The Emergent Board shall have approved the basis of the determination of the categories of assets and liabilities included in the Aptevo Balance Sheet. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Emergent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Emergent and shall not give rise to or create any duty on the part of Covidien Emergent or the Covidien Emergent Board to waive or not waive such conditions or in any way limit CovidienEmergent’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 Covidien Emergent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to Section 12.2 and the satisfaction, or waiver by Covidien PC Mall in its sole and absolute discretion, of the following conditions: (i) The continued validity conditions set forth in this Section 4.3. Any determination by PC Mall regarding the satisfaction or waiver of a private letter ruling received any of such conditions will be conclusive. For the avoidance of doubt, in the event that PC Mall determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Covidien from PC Mall will not impact the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment effectiveness of the Distribution and certain related transactionsIPO. (iia) The receipt of a tax opinion A Tax Opinion from Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be Xxxxxxxx LLP shall have been obtained in form and substance satisfactory to Covidien PC Mall in its sole and absolute discretion, which tax opinion and shall rely on be confirmed at the effectiveness of the IRS RulingDistribution Date, substantially to the effect that, among other things, the Contribution and the Distribution taken together will qualify as a reorganization for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, purposes pursuant to which no gain or loss will qualify as transactions be recognized by PC Mall or PC Mall’s stockholders under Sections 355(a355, 361(b)(3), 368(a)(1)(D) and/or 368(a) and related provisions of the Code. (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien If PC Mall, in its sole and absolute discretion, confirming decides to seek a private letter ruling from the solvency and financial viability of each of Covidien and Mallinckrodt and Internal Revenue Service to the satisfaction of any legal capital requirements in connection with same effect as the SeparationTax Opinion (the “Letter Ruling”), which opinions the Letter Ruling shall be have been obtained in form and substance acceptable satisfactory to Covidien PC Mall, and shall continue in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect, consistent with the conclusions set forth in Section 4.3(a). (ivc) The Reorganization Any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been completed obtained and be in accordance with the Plan of Reorganizationfull force and effect. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viid) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution shall be in effect and no other event outside the Distribution control of PC Mall shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viiie) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares eCOST Common Stock to be delivered to the Covidien shareholders distributed in the Distribution shall have been obtainedaccepted for listing on the Nasdaq National Market, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivf) No other events or developments shall exist or shall have occurred subsequent to the Closing Date that, in the sole judgment of the Covidien BoardBoard of Directors of PC Mall, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on PC Mall or on the transactions related thereto. (b) stockholders of PC Mall. The foregoing conditions are for the sole benefit of Covidien PC Mall and shall not give rise to or create any duty on the part of Covidien PC Mall or the Covidien PC Mall Board of Directors to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiescondition.

Conditions to Distribution. Subject to Section 4.04, the consummation of the Distribution shall be subject to the satisfaction or waiver of the following conditions which satisfaction or waiver shall be determined by CS in its sole discretion and which conditions are for the sole benefit of the Cadbury plc Group and shall not give rise to or create any duty on the part of CS or the board of directors of CS to waive or not waive any such condition: (a) The consummation Form 10 shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of CS Ordinary Shares; (b) The DPS Common Stock to be delivered in the Distribution will be shall have been approved for listing on the NYSE, subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, official notice of the following conditions:issuance; (ic) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which Any Governmental Approvals and any Required Consents shall continue have been obtained and be in full force and effect effect; (d) The Scheme shall have been sanctioned by the Court and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment office copies of the Distribution Scheme Court Orders shall have been registered by the UK Registrar of Companies at Companies House; (e) The Cadbury plc Ordinary Shares shall have been (i) admitted to the official list of the UKLA and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel admitted to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely trading on the effectiveness of the IRS Ruling, substantially to the effect that, London Stock Exchange’s main market for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code.listed Securities; (iiif) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole Cadbury plc shall have received the Court Order approving the Reduction and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization such Court Order shall have been completed in accordance with delivered to the Plan UK Registrar of Reorganization.Companies and been registered by him; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viig) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto thereto, including the transfers of Assets and Assumption of Liabilities contemplated by this Agreement, shall be pending, threatened, issued or in effect.; (viiih) CS shall have completed the contribution/transfer of the Beverages Business to DPS; (i) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and financing transactions described in the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary Information Statement as having occurred prior to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject consummated on or prior to official notice of issuance.the Distribution; (xiij) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien There shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall not have occurred an event or development that, in the judgment opinion of the Covidien Boardboard of directors of CS, in its sole and absolute discretion, makes it inadvisable to effect the Separation, would result in the Distribution having a material adverse effect on CS or the transactions related thereto.any of its Subsidiaries or CS’ shareholders; and (bk) The foregoing conditions are for the sole benefit of Covidien and Ancillary Agreements shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 have been entered into by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the applicable Parties.

Conditions to Distribution. (a) The consummation obligation of Remainco to effect the Distribution will pursuant to this Agreement shall be subject to the prior or simultaneous satisfaction, or or, to the extent permitted by applicable Law, waiver by Covidien Remainco, in its sole and absolute discretiondiscretion (other than the condition set forth in Section 4.3(a), which prior to the termination of the Merger Agreement may not be waived without RMT Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed), of the following conditions: (ia) The continued validity Internal Reorganization shall have been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution); (b) the consummation of a private letter ruling received the transactions contemplated by Covidien from Section 3.4; (c) an independent appraisal firm shall have delivered an opinion to the IRS Board of Directors of Remainco as to (x) the solvency of Spinco and (y) the solvency and surplus of Remainco, in each case (clauses (x) and (y)) after giving effect to the Spinco Special Cash Payment and the consummation of the Spinco Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware law) (the “IRS RulingSolvency Opinion”) prior ); and such Solvency Opinion shall be reasonably acceptable to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be Remainco in form and substance satisfactory to Covidien in its Remainco’s sole discretion; and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions such Solvency Opinion shall not have been withdrawn or rescinded.rescinded or modified in any respect adverse to Remainco; (ivd) The Reorganization the Tax Matters Agreement, Intellectual Property Cross-License Agreement and the Transition Services Agreement shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties each party thereto.; (viie) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation each of the Separation, the Distribution or any conditions in Article IX of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and Merger Agreement to Remainco’s obligations to effect the rules and regulations thereunder Merger shall have been taken satisfied or madewaived (other than those conditions that by their nature are to be satisfied contemporaneously with the Spinco Distribution and/or the Merger, provided that such conditions are capable of being satisfied at such time); and, where applicable, have become effective or been accepted. (ixf) All Governmental Approvals necessary RMT Partner shall have irrevocably confirmed to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation Remainco that each condition in Article IX of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Merger Agreement to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable RMT Partner’s obligations to effect the SeparationMerger (i) has been satisfied, (ii) will be satisfied at the Distribution time of the Spinco Distribution, or (iii) subject to applicable Laws, is or has been waived by RMT Partner. Each of the transactions related thereto. (b) The foregoing conditions are is for the sole benefit of Covidien Remainco and shall not give rise to or create any duty on the part of Covidien Remainco or the Covidien its Board of Directors (or any committee thereof) to waive or not to waive any such conditions condition in this Agreement or the Merger Agreement, or in any way limit CovidienRemainco’s right to terminate this Agreement as set forth in Article X or alter the consequences rights of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 Agreement or the Merger Agreement. None of Spinco, any member of the Spinco Group or any Third Party shall be conclusive and binding on have any right or claim to require the Partiesconsummation of the Spinco Distribution.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 2.14 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) BGC Partners shall, in its sole discretion, determine the terms of the Distribution, including the form (including whether to effect the transaction as a spin-off, a split-off or a combination of both transactions), structure and all other terms of any transaction and/or offering to effect the Distribution (and, if necessary, shall update the Separation Steps Plan accordingly). Subject to any restrictions contained in the Underwriting Agreement, BGC Partners shall have the sole discretion to determine the date of consummation of the Distribution (if any) at any time after the IPO Closing Date; and such date as so determined by BGC Partners is referred to herein as the “Distribution Date.” The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien BGC Partners in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The BGC Partners’ receipt of a tax an opinion from SkaddenWachtell, ArpsLipton, SlateXxxxx & Xxxx, Xxxxxxx & Xxxx LLP, tax outside counsel to CovidienBGC Partners, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretionthe BGC Partners Board, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, that the Distribution Newmark Inc. Contribution and certain related transactionsthe Distribution, taken together, will qualify as transactions a “reorganization” under Sections 355(a) and/or 368(aand 368(a)(1)(D) of the Code. (iiiii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole and absolute discretion, confirming consummate the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed full force and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiiiii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or and blue sky Laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the rules and regulations thereunder Distribution shall have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (xiv) The Separation and the Distribution shall not violate or result in a breach shares of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Newmark Class A Common Stock to be delivered distributed to the Covidien shareholders holders of BGC Partners Class A Common Stock in the Distribution shall have been obtainedaccepted for listing on the NASDAQ Global Market, subject to official notice of issuancedistribution. (xiiv) The SEC declaring effective No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Form 10, with no order suspending the effectiveness consummation of the Form 10 Distribution or any of the related transactions shall be in effect effect, and no proceedings for such purposes pending before other event outside the control of BGC Partners shall have occurred or threatened by failed to occur that prevents the SECconsummation of the Distribution or any of the related transactions. (xiiivi) The Information Statement Newmark Opco shall have repaid in full the BGC Partners-BGC U.S. Opco Other Debt Notes in accordance with Section 3.05. (vii) BGC Partners’ guarantee in respect of the Term Loan Credit Agreement and such other information concerning MallinckrodtBGC Partners’ guarantee in respect of the Acquisition Term Loans under the Revolving Credit Agreement, its businessin each case described in Section 2.02(b)(i), operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholdersterminated in full. (xivviii) All borrowings pursuant to the Intercompany Revolving Credit Agreement shall have been repaid in full, and the Intercompany Revolving Credit Agreement shall have been terminated. (ix) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment of the Covidien BGC Partners Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution not being in the best interest of BGC Partners or the transactions related theretoits stockholders. (b) The foregoing conditions are for the sole benefit of Covidien BGC Partners and shall not give rise to or create any duty on the part of Covidien BGC Partners or the Covidien BGC Partners Board to waive or not waive such conditions or in any way limit Covidien’s 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 such Article. Article X. Any determination made by the Covidien BGC Partners Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.03 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to Section 12.2 and the satisfaction, or waiver by Covidien PC Mall in its sole and absolute discretion, of the following conditions: (i) The continued validity conditions set forth in this Section 4.3. Any determination by PC Mall regarding the satisfaction or waiver of a private letter ruling received any of such conditions will be conclusive. For the avoidance of doubt, in the event that PC Mall determines not to consummate the Distribution because one or more of such conditions is not satisfied or for any other reason, such determination by Covidien from PC Mall will not impact the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment effectiveness of the Distribution and certain related transactionsIPO. (iia) The receipt of a tax opinion An Tax Opinion from Skadden, Arps, Slate, Xxxxxxx Xxxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be Xxxxxxxx LLP shall have been obtained in form and substance satisfactory to Covidien PC Mall in its sole and absolute discretion, which tax opinion and shall rely on be confirmed at the effectiveness of the IRS RulingDistribution Date, substantially to the effect that, among other things, the Capital Contribution and the Distribution taken together will qualify as a reorganization for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, purposes pursuant to which no gain or loss will qualify as transactions be recognized by PC Mall or PC Mall’s stockholders under Sections 355(a355, 361(b)(3), 368(a)(1)(D) and/or 368(a) and related provisions of the Code. (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien If PC Mall, in its sole and absolute discretion, confirming decides to seek a private letter ruling from the solvency and financial viability of each of Covidien and Mallinckrodt and Internal Revenue Service to the satisfaction of any legal capital requirements in connection with same effect as the SeparationTax Opinion (the “Letter Ruling”), which opinions the Letter Ruling shall be have been obtained in form and substance acceptable satisfactory to Covidien PC Mall, and shall continue in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect, consistent with the conclusions set forth in Section 4.3(a). (ivc) The Reorganization Any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been completed obtained and be in accordance with the Plan of Reorganizationfull force and effect. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viid) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, Distribution shall be in effect and no other event outside the Distribution control of PC Mall shall have occurred or any failed to occur that prevents the consummation of the transactions related thereto shall be pending, threatened, issued or in effectDistribution. (viiie) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares eCOST Common Stock to be delivered to the Covidien shareholders distributed in the Distribution shall have been obtainedaccepted for listing on the Nasdaq National Market, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivf) No other events or developments shall exist or shall have occurred subsequent to the Closing Date that, in the sole judgment of the Covidien BoardBoard of Directors of PC Mall, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on PC Mall or on the transactions related thereto. (b) stockholders of PC Mall. The foregoing conditions are for the sole benefit of Covidien PC Mall and shall not give rise to or create any duty on the part of Covidien PC Mall or the Covidien PC Mall Board of Directors to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiescondition.

Conditions to Distribution. (a) The consummation obligation of Remainco to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien Remainco, in its sole and absolute discretion, of each of the following conditions: (ia) The continued validity final approval of the Distribution and all related transactions shall have been given by the Board of Directors of Remainco (and shall not have been withdrawn, whether before or after declaration of the Distribution), and the Board of Directors of Remainco shall have declared the Distribution, each such action in its sole and absolute discretion; (b) the affirmative vote of the holders of Remainco’s Class A Common Stock and Class B Common Stock, each voting as a separate class, approving certain amendments to Remainco’s Restated Certificate of Incorporation, in the form attached as Exhibit A to this Agreement; (c) the Separation and Internal Reorganization shall have been consummated in accordance with this Agreement and any Ancillary Agreement; (d) Remainco shall have received a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof Internal Revenue Service in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Remainco in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposesamong other things, the Separation and Distribution and certain related transactions, taken together, will qualify as transactions for non-recognition of gain or loss to Parent and its stockholders under Sections 355(a368(a)(1)(D) and/or 368(a) and 355 of the Code.Code except to the extent of cash received in lieu of fractional shares, and such private letter ruling shall not have been revoked or materially amended; (iiie) The receipt of one Remainco shall have received the ATO Class Ruling or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable other evidence in a form satisfactory to Covidien Remainco in its sole and absolute discretion, confirming that, in the solvency circumstances of the Distribution and financial viability for Australian tax purposes (i) no part of each the Distribution will be a dividend; and (ii) the Commissioner of Covidien and Mallinckrodt and Taxation will not make a determination under either section 45A or 45B of the satisfaction Income Tax Assessment Act (1936) to deem all or part of any legal capital requirements in connection with the SeparationDistribution to be an unfranked dividend; (f) Remainco shall have received an opinion from Xxxxx Lovells US LLP, which opinions shall be in form and substance acceptable satisfactory to Covidien Remainco in its sole and absolute discretion discretion, that, subject to the accuracy of and which opinions shall not have been withdrawn compliance with certain representations, assumptions and covenants, (i) the relevant aspects of the Internal Reorganization will qualify for non-recognition of gain or rescinded.loss to Remainco and its stockholders pursuant to Sections 368(a)(1)(D) and 355 of the Code and (ii) the Distribution will qualify for non-recognition of gain or loss to Remainco and Remainco’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares; (ivg) The Reorganization no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which remains in effect, preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance with effect and no other event outside the Plan control of Reorganization.Remainco shall have occurred or failed to occur that prevents the consummation of the Distribution; (vh) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein no other events or developments shall have been obtained.occurred subsequent to the date of this Agreement that, in the judgment of the Board of Directors of Remainco, would result in the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement having a material adverse effect on Remainco or its stockholders; (vii) Each of the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Distribution; (j) Remainco shall have elected the individuals to be listed in the Information Statement as members of New News Corporation’s Board of Directors post-Distribution, prior to the Distribution; (k) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in effect with respect thereto and no proceeding for that purpose shall have been instituted or threatened by the applicable parties thereto.SEC; (viil) No order, injunction no rating agency action shall have occurred that is likely to result in either Remainco or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing New News Corporation being downgraded below investment grade after giving effect to the consummation Separation and Distribution; (m) New News Corporation’s Class A Common Stock and Class B Common Stock shall have been approved for listing on NASDAQ and Class A Common Stock and Class B Common Stock (trading as CDIs) shall have been approved for admission to the official list of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect.ASX; (viiin) The the Information Statement or the Notice of Internet Availability of Information Statement Materials shall have been mailed to Remainco stockholders, which for purposes of this Section 3.03(n) includes electronic delivery where not prohibited by Law; (o) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. federal and state or other securities Laws or laws and state blue sky Laws laws of the U.S. (and any comparable laws under any foreign jurisdictions) in connection with the rules Distribution (including, if applicable, any actions and regulations thereunder filings relating to the Registration Statement) and any other necessary and applicable Consents shall have been taken or madetaken, obtained and, where applicable, have become effective or been accepted., each as the case may be; (ixp) All Governmental Approvals necessary to consummate Remainco shall have established the Separation, Record Date and shall have given NASDAQ not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b–17 under the Exchange Act and given ASX not less than seven Business Days’ (as defined under the ASX Listing Rules) advance notice of the Record Date in compliance with ASX Listing Rule 3.20; and (q) the Certificate of Incorporation and the transactions related thereto and By-laws of New News Corporation, each in substantially the form filed with Registration Statement, shall be in effect at or prior to permit the operation Distribution. Each of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE foregoing conditions is for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice sole benefit of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect Remainco and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien BoardRemainco may, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board determine whether to waive or not waive such conditions or in any way limit Covidien’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 Articlecondition. Any determination made by the Covidien Board Remainco, in its sole and absolute discretion, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 3.03 shall be conclusive and binding on the Parties. Each Party will use commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The following are conditions to the consummation of the ADT NA Distribution. (a) Tyco shall have obtained the Shareholder Approval; (b) The consummation ADT NA Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of Tyco Common Stock; (c) The ADT NA Common Stock to be delivered in the ADT NA Distribution will be shall have been approved for listing on the NYSE, subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, official notice of the following conditions:distribution; (id) The continued validity of Tyco shall have received a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated herebyInternal Revenue Service, which ruling shall continue be in full force and effect and which shall not be modified or amended in any respect adversely affecting at the intended time of the ADT NA Distribution, to the effect that (i) the ADT NA Distribution will qualify as tax-free treatment under Section 355 of the Distribution Code, except for cash received in lieu of fractional shares of ADT NA Common Stock and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as certain internal transactions undertaken in anticipation of the ADT NA Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on will qualify for favorable treatment under the effectiveness Code; (e) The ruling obtained by Tyco from the Swiss Federal Tax Administration regarding the Swiss withholding Tax consequences of the IRS Ruling, ADT NA Distribution substantially to the effect thatthat the ADT NA Distribution, including for U.S. federal income tax purposescash received in lieu of a fractional share of ADT NA Common Stock, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable is not subject to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions Swiss withholding Tax shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded.effect at the time of the ADT NA Distribution; (ivf) The Reorganization Any material Governmental Approvals and other Consents necessary to consummate the ADT NA Distribution or any portion thereof shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viig) No order, injunction or decree issued by any Governmental Authority Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution all or any portion of the transactions related thereto ADT NA Distribution shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by other event outside the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or control of Tyco shall have occurred that, in or failed to occur that prevents the judgment consummation of all or any portion of the Covidien Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto.ADT NA Distribution; and (bh) The foregoing conditions are for the sole benefit aggregate implied market capitalization of Covidien and ADT NA shall not give rise to or create any duty exceed CHF 17.5 billion based on the part closing price of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter ADT NA Common Stock trading on the consequences of any such termination from those specified in such Article. Any determination made by the Covidien Board last “when issued” trading day prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the PartiesADT NA Distribution.

Conditions to Distribution. (a) The consummation obligation of Remainco to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien Remainco, in its sole and absolute discretion, of each of the following conditions: (ia) The continued validity final approval of the Distribution and all related transactions shall have been given by the Board of Directors of Remainco (and shall not have been withdrawn, whether before or after declaration of the Distribution), and the Board of Directors of Remainco shall have declared the Distribution, each such action in its sole and absolute discretion; (b) the affirmative vote of the holders of Remainco’s Class A Common Stock and Class B Common Stock, each voting as a separate class, approving certain amendments to Remainco’s Restated Certificate of Incorporation, in the form attached as Exhibit A to this Agreement; (c) the Separation and Internal Reorganization shall have been consummated in accordance with this Agreement and any Ancillary Agreement; (d) Remainco shall have received a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof Internal Revenue Service in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Remainco in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposesamong other things, the Separation and Distribution and certain related transactions, taken together, will qualify as transactions for non-recognition of gain or loss to Parent and its stockholders under Sections 355(a368(a)(1)(D) and/or 368(a) and 355 of the Code.Code except to the extent of cash received in lieu of fractional shares, and such private letter ruling shall not have been revoked or materially amended; (iiie) The receipt of one Remainco shall have received the ATO Class Ruling or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable other evidence in a form satisfactory to Covidien Remainco in its sole and absolute discretion, confirming that, in the solvency circumstances of the Distribution and financial viability for Australian tax purposes (i) no part of each the Distribution will be a dividend; and (ii) the Commissioner of Covidien and Mallinckrodt and Taxation will not make a determination under either section 45A or 45B to deem all or part of the satisfaction of any legal capital requirements in connection with the SeparationDistribution to be an unfranked dividend; (f) Remainco shall have received an opinion from Xxxxx Lovells US LLP, which opinions shall be in form and substance acceptable satisfactory to Covidien Remainco in its sole and absolute discretion discretion, that, subject to the accuracy of and which opinions shall not have been withdrawn compliance with certain representations, assumptions and covenants, (i) the relevant aspects of the Internal Reorganization will qualify for non-recognition of gain or rescinded.loss to Remainco and its stockholders pursuant to Sections 368(a)(1)(D) and 355 of the Code and (ii) the Distribution will qualify for non-recognition of gain or loss to Remainco and Remainco’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares; (ivg) The Reorganization no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which remains in effect, preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance with effect and no other event outside the Plan control of Reorganization.Remainco shall have occurred or failed to occur that prevents the consummation of the Distribution; (vh) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein no other events or developments shall have been obtained.occurred subsequent to the date of this Agreement that, in the judgment of the Board of Directors of Remainco, would result in the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement having a material adverse effect on Remainco or its stockholders; (vii) Each of the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Distribution; (j) Remainco shall have elected the individuals to be listed in the Information Statement as members of New News Corporation’s Board of Directors post-Distribution, prior to the Distribution; (k) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in effect with respect thereto and no proceeding for that purpose shall have been instituted or threatened by the applicable parties thereto.SEC; (viil) No order, injunction no rating agency action shall have occurred that is likely to result in either Remainco or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing New News Corporation being downgraded below investment grade after giving effect to the consummation Separation and Distribution; (m) New News Corporation’s Class A Common Stock and Class B Common Stock shall have been approved for listing on NASDAQ and Class A Common Stock and Class B Common Stock (trading as CDIs) shall have been approved for admission to the official list of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect.ASX; (viiin) The the Information Statement shall have been mailed to Remainco stockholders, which for purposes of this Section 3.03(n) includes electronic delivery where not prohibited by Law; (o) the actions and filings necessary or appropriate under applicable U.S. federal, U.S. federal and state or other securities Laws or laws and state blue sky Laws laws of the U.S. (and any comparable laws under any foreign jurisdictions) in connection with the rules Distribution (including, if applicable, any actions and regulations thereunder filings relating to the Registration Statement) and any other necessary and applicable Consents shall have been taken or madetaken, obtained and, where applicable, have become effective or been accepted., each as the case may be; (ixp) All Governmental Approvals necessary to consummate Remainco shall have established the Separation, Record Date and shall have given NASDAQ not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b–17 under the Exchange Act and given ASX not less than seven Business Days’ (as defined under the ASX Listing Rules) advance notice of the Record Date in compliance with ASX Listing Rule 3.20; and (q) the Certificate of Incorporation and the transactions related thereto and By-laws of New News Corporation, each in substantially the form filed with Registration Statement, shall be in effect at or prior to permit the operation Distribution. Each of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE foregoing conditions is for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice sole benefit of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect Remainco and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien BoardRemainco may, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board determine whether to waive or not waive such conditions or in any way limit Covidien’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 Articlecondition. Any determination made by the Covidien Board Remainco, in its sole and absolute discretion, prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 3.03 shall be conclusive and binding on the Parties. Each Party will use commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. Subject to Section 3.2, the following are conditions to the consummation of Distribution. The conditions are for the sole benefit of Bentley and shall not give rise to or create any duty on the part of Bentley or the Board of Directors of Bentley to waive or not waive any such condition: (a) The consummation Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (b) All permits, registrations and consents required under the securities or blue sky laws of the Distribution will be subject to the satisfaction, states or waiver by Covidien in its sole and absolute discretion, other political subdivisions of the following conditions: (i) The continued validity United States or of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof other foreign jurisdictions in connection with the transactions contemplated hereby, which Distribution shall continue have been obtained and be in full force and effect effect; (c) All material government approvals and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of other consents necessary to consummate the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed obtained and be in accordance with the Plan of Reorganization.full force and effect; (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viid) No order, injunction or decree issued by any Governmental Authority court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before other event outside the control of Bentley shall have occurred or threatened by failed to occur that prevents the SEC.consummation of the Distribution; (xiiie) The Information Statement Board of Directors of Bentley and such other information concerning MallinckrodtCPEX shall have obtained an opinion from Duff & Xxxxxx LLC, its businessin a form reasonably satisfactory to the Parties, operations substantially to the effect that each of CPEX and management, Bentley will be solvent and adequately capitalized immediately after the Distribution and Bentley has sufficient surplus under the Laws of Delaware to distribute the CPEX Common Stock; (f) The Board of Directors of Bentley shall have authorized and approved the Distribution and not withdrawn such other matters as Covidien shall determine in its sole authorization and absolute discretion and as may otherwise be required by law approval; (g) All Ancillary Agreements shall have been mailed to entered into by the Qualifying Covidien Shareholders.Parties; and (xivh) No other events or developments shall exist or shall have occurred that, in the judgment sole discretion of the Covidien BoardBoard of Directors of Bentley, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution having a material adverse effect on Bentley or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part stockholders of Covidien or the Covidien Board to waive Bentley or not waive such conditions or being in any way limit Covidien’s right to terminate this Agreement as set forth in Article X or alter the consequences best interest of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive Bentley and binding on the Partiesits stockholders.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien ConocoPhillips in its sole and absolute discretion, of the following conditions:conditions set forth in this Section 3.3 (a). Any determination by ConocoPhillips regarding the satisfaction or waiver of any of such conditions will be conclusive. (i) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof Separation shall have been completed in connection accordance with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactionsRestructuring Steps Memorandum. (ii) The receipt of ConocoPhillips will have received a tax opinion private letter ruling from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, U.S. Internal Revenue Service substantially to the effect that, for U.S. federal income tax purposesamong other things, the Distribution Contribution and certain related transactionsthe Distribution, if effected, taken together, will qualify as transactions a transaction that is tax-free for U.S. federal income tax purposes under Sections 355(a) and/or 368(a355 and 368(a)(1)(D) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole consummate the Distribution shall have been obtained and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form full force and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescindedeffect. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and laws in connection with the rules and regulations thereunder shall Distribution will have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (ixv) All Governmental Approvals necessary to consummate No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Separation, consummation of the Distribution or any of the related transactions shall be in effect, and no other event outside the control of ConocoPhillips shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions. (vi) A Registration Statement on Form 10 registering the Xxxxxxxx 66 Common Stock (the “Form 10”) shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the transactions related thereto and to permit Information Statement included therein (the operation of the Mallinckrodt Business after the Distribution Date “Information Statement”) shall have been obtained and be in full force and effectmailed to ConocoPhillips’ stockholders as of the Record Date. (xvii) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares Xxxxxxxx 66 Common Stock to be delivered distributed to the Covidien shareholders ConocoPhillips stockholders in the Distribution shall have been obtainedaccepted for listing on the NYSE, subject to official notice of issuancedistribution. (xiiviii) The SEC declaring effective the Form 10, with no order suspending the effectiveness Each of the Form 10 in effect Ancillary Agreements shall have been duly executed and no proceedings for such purposes pending before or threatened delivered by the SECparties thereto. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivix) No other events or developments shall exist or shall have occurred or exist that, in the judgment of the Covidien ConocoPhillips Board, in its sole and absolute discretion, makes make it inadvisable to effect the SeparationDistribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions related theretocontemplated hereby not being in the best interest of ConocoPhillips or its stockholders. (b) The foregoing conditions are for the sole benefit of Covidien ConocoPhillips and shall not give rise to or create any duty on the part of Covidien ConocoPhillips or the Covidien ConocoPhillips Board to waive or not waive such conditions or in any way limit Covidien’s ConocoPhillips’ right to terminate this Agreement as set forth in Article X VI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien ConocoPhillips Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Partiesconclusive.

Conditions to Distribution. (a) The consummation obligation of Remainco to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien Remainco, in its sole and absolute discretion, of each of the following conditions: (ia) The continued validity final approval of the Distribution and all related transactions shall have been given by the Board of Directors of Remainco (and shall not have been withdrawn, whether before or after declaration of the Distribution), and the Board of Directors of Remainco shall have declared the Distribution, each such action in its sole and absolute discretion; (b) the affirmative vote of the holders of Remainco’s Class A Common Stock and Class B Common Stock, each voting as a separate class, approving certain amendments to Remainco’s Restated Certificate of Incorporation, in the form attached as Exhibit A to this Agreement; (c) the Separation and Internal Reorganization shall have been consummated in accordance with this Agreement and any Ancillary Agreement; (d) Remainco shall have received a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof Internal Revenue Service in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Remainco in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposesamong other things, the Separation and Distribution and certain related transactions, taken together, will qualify as transactions for non-recognition of gain or loss to Parent and its stockholders under Sections 355(a368(a)(1)(D) and/or 368(a) and 355 of the Code.Code except to the extent of cash received in lieu of fractional shares, and such private letter ruling shall not have been revoked or materially amended; (iiie) The receipt of one Remainco shall have received the ATO Class Ruling or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable other evidence in a form satisfactory to Covidien Remainco in its sole and absolute discretion, confirming that, in the solvency circumstances of the Distribution and financial viability for Australian tax purposes (i) no part of each the Distribution will be a dividend; and (ii) the Commissioner of Covidien and Mallinckrodt and Taxation will not make a determination under either section 45A or 45B of the satisfaction Income Tax Assessment Act (1936) to deem all or part of any legal capital requirements in connection with the SeparationDistribution to be an unfranked dividend; (f) Remainco shall have received an opinion from Xxxxx Lovells US LLP, which opinions shall be in form and substance acceptable satisfactory to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ix) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, Remainco in its sole and absolute discretion, makes it inadvisable that, subject to effect the Separationaccuracy of and compliance with certain representations, assumptions and covenants, (i) the relevant aspects of the Internal Reorganization will qualify for non-recognition of gain or loss to Remainco and its stockholders pursuant to Sections 368(a)(1)(D) and 355 of the Code and (ii) the Distribution will qualify for non-recognition of gain or loss to Remainco and Remainco’s stockholders pursuant to Section 355 of the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien and shall not give rise to or create any duty on the part of Covidien or the Covidien Board to waive or not waive such conditions or in any way limit Covidien’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 Covidien Board prior Code, except to the Distribution concerning the satisfaction or waiver extent of any or all cash received in lieu of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.fractional shares;

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien Emergent in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien Emergent from the IRS (the “"IRS Ruling”") prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, tax counsel to CovidienEmergent, dated as of the Distribution Date to be in form and substance satisfactory to Covidien Emergent in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a368(a)(1)(D) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (viiv) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (viiv) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiivi) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted. (ixvii) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Aptevo Business after the Distribution Date shall have been obtained and be in full force and effect. (xviii) The Separation and the Distribution shall not violate or result in a breach of applicable law Law or any material contract of Covidien Emergent or Mallinckrodt Aptevo or any of their respective Subsidiaries. (xiix) The approval for listing on the NYSE Nasdaq for the Mallinckrodt Ordinary Aptevo Common Shares to be delivered to the Covidien shareholders Record Holders in the Distribution shall have been obtained, subject to official notice of issuance. (xiix) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiiixi) The Information Statement and such other information concerning MallinckrodtAptevo, its business, operations and management, the Distribution and such other matters as Covidien Emergent shall determine in its sole and absolute discretion and as may otherwise be required by law Law shall have been mailed to the Qualifying Covidien ShareholdersRecord Holders. (xii) The Emergent Board shall have authorized and approved the Distribution and not withdrawn such authorization and approval. (xiii) The Emergent Board shall have approved the basis of the determination of the categories of assets and liabilities included in the Aptevo Balance Sheet. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Emergent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto. (b) The foregoing conditions are for the sole benefit of Covidien Emergent and shall not give rise to or create any duty on the part of Covidien Emergent or the Covidien Emergent Board to waive or not waive such conditions or in any way limit Covidien’s Emergent'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 Covidien Emergent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

Conditions to Distribution. (a) The consummation obligation of EWS to consummate the Distribution will be is subject to the prior or simultaneous satisfaction, or waiver by Covidien in its sole and absolute discretionas provided herein, of each of the following conditions: (ia) The continued validity of a private letter ruling received by Covidien from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment final approval of the Distribution shall have been given by the Board of Directors of EWS, and certain related transactions. (ii) The receipt the Board of a tax opinion from SkaddenDirectors of EWS shall have declared the distribution of SNI Common Shares, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien each such action in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code.; (iiib) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Registration Statement shall have been completed filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in accordance effect with respect thereto and the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein SNI Information Statement shall have been obtained.mailed to EWS shareholders; (vic) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. federal and state or other securities Laws or laws and state blue sky Laws laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the rules Distribution (including, if applicable, any actions and regulations thereunder filings relating to the Registration Statement) and any other necessary and applicable Consents shall have been taken or madetaken, obtained and, where applicable, have become effective or been accepted., each as the case may be; (ixd) All Governmental Approvals necessary the SNI Class A Common Shares to consummate the Separation, be delivered in the Distribution and the transactions related thereto and to permit the operation of the Mallinckrodt Business after the Distribution Date shall have been obtained accepted for listing on the NYSE, subject to official notice of issuance; (e) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of any of the Separation transactions, including the Pre-Distribution Transactions and the Distribution, or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been threatened or be in full force and effect.; (xf) The EWS shall have received (i) a private letter ruling issued by the Internal Revenue Service regarding the tax free status of the Separation transactions contemplated hereby, which shall not have been revoked or materially amended by the Internal Revenue Service, and (ii) a tax opinion from Bxxxx & Hxxxxxxxx LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, to the effect that the Separation transactions contemplated hereby will qualify as transactions that are generally tax free under Section 355 of the Code; (g) EWS shall have established the Record Date and shall have given the NYSE not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act; (h) the Distribution shall not violate or result in a breach of applicable law Law or any material contract agreement of Covidien any Party or Mallinckrodt member of its Group; (i) all Consents required in connection with the Separation transactions contemplated hereby and the approval of the holders of EWS Common Voting Shares as set forth in the Proxy Statement shall have been received and be in full force and effect, and EWS shall have received an opinion from Bxxxx & Hxxxxxxxx LLP, in form and substance satisfactory to EWS and dated the date of the Distribution, with respect to the Law of Ohio governing the rights of holders of EWS Common Shares to vote on the Separation transactions; (j) the Pre-Distribution Transactions shall have been consummated in accordance with Article II; (k) the Ancillary Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or any complied with all of their respective Subsidiaries.covenants, obligations and agreements contained herein and therein and as required to be performed or complied with at, as of or prior to the Effective Time; (xil) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares to be delivered to the Covidien shareholders in the Distribution Board of Directors of EWS shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Boardnot determined, in its sole and absolute discretion, that any event or development shall have occurred or exists that makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto.Distribution; and (bm) The the Amended and Restated Articles of Incorporation and the Amended and Restated Code of Regulations shall be in effect. Each of the foregoing conditions are is for the sole benefit of Covidien EWS and shall not give rise to it may, in its sole and absolute discretion, determine the satisfaction or create any duty on the part non-satisfaction of Covidien or the Covidien Board to waive or not waive such conditions and, upon authorization of the EWS Board in its sole and absolute discretion, waive, in whole or in part, any way limit Covidien’s right to terminate this Agreement as of conditions set forth in Article X or alter the consequences of any such termination from those specified in such Articleclauses (e) (f), (h), (i), (j) and (k). Any such determination made by the Covidien Board EWS prior to the Distribution concerning the satisfaction or full or partial waiver of any or all of the conditions set forth in this Section 3.3 3.03 shall be conclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. (a) The consummation obligation of Remainco to effect the Initial Spin and the Spinco Distribution will pursuant to this Agreement shall be subject to the prior or simultaneous satisfaction, or or, to the extent permitted by applicable Law, waiver by Covidien Remainco, in its sole and absolute discretiondiscretion (other than the condition set forth in Section 3.3(a), which prior to the termination of the RMT Transaction Agreement may not be waived without RMT Partner’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed), of the following conditions: (a) the Separation shall have been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the Spinco Distribution); (b) the Spinco Special Cash Payment shall have been consummated in accordance with this Agreement; (c) an independent appraisal firm shall have delivered an opinion to the Remainco Board as to (i) The continued validity the solvency of a private letter ruling received by Covidien from Spinco, and (ii) the IRS solvency and surplus of Remainco, in each case (clauses (i) and (ii)) after giving effect to the Spinco Special Cash Payment, the consummation of the Initial Spin, and the consummation of the Spinco Distribution (with the terms “solvency” and “surplus” having the meaning ascribed thereto under Delaware Law) (the “IRS RulingSolvency Opinion”) prior ); and such Solvency Opinion shall be reasonably acceptable to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be Remainco in form and substance satisfactory to Covidien in its Remainco’s sole discretion; and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, for U.S. federal income tax purposes, the Distribution and certain related transactions, taken together, will qualify as transactions under Sections 355(a) and/or 368(a) of the Code. (iii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable to Covidien in its sole and absolute discretion, confirming the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions such Solvency Opinion shall not have been withdrawn or rescinded.rescinded or modified in any respect adverse to Remainco; (ivd) The Reorganization shall have been completed in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties each party thereto.; (viie) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation each of the Separation, the Distribution or any conditions in Article IX of the transactions related thereto shall be pending, threatened, issued or in effect. (viii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and RMT Transaction Agreement to Remxxxxx’x obligations to effect the rules and regulations thereunder Merger shall have been taken satisfied or madewaived (other than those conditions that by their nature are to be satisfied contemporaneously with the Initial Spin, the Spinco Distribution and/or the Merger, provided, that such conditions are capable of being satisfied at such time); and, where applicable, have become effective or been accepted. (ixf) All Governmental Approvals necessary RMT Partner shall have irrevocably confirmed to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation Remainco that each condition in Article IX of the Mallinckrodt Business after the Distribution Date shall have been obtained and be in full force and effect. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xi) The approval for listing on the NYSE for the Mallinckrodt Ordinary Shares RMT Transaction Agreement to be delivered to the Covidien shareholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Covidien Board, in its sole and absolute discretion, makes it inadvisable RMT Partner’s obligations to effect the SeparationMerger (i) has been satisfied, (ii) will be satisfied at the Distribution time of the Initial Spin and the Spinco Distribution, or (iii) subject to applicable Laws, is or has been waived by RMT Partner. Each of the transactions related thereto. (b) The foregoing conditions are is for the sole benefit of Covidien Remainco and shall not give rise to or create any duty on the part of Covidien Remainco or the Covidien Remainco Board (or any committee thereof) to waive or not to waive any such conditions condition in this Agreement or the RMT Transaction Agreement, or in any way limit CovidienRemainco’s right to terminate this Agreement as set forth in Article X or alter the consequences rights of any such termination from those specified in such Article. Any determination made by the Covidien Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 Agreement or the RMT Transaction Agreement; provided, that the foregoing shall be conclusive and binding on not limit the Partiesrights of the Parties under the RMT Transaction Agreement.

Conditions to Distribution. (a) Following the consummation of the IPO, HBIO currently intends to effect the Distribution by means of a spin-off. HBIO shall, in its sole discretion, determine the terms of the Distribution, including, without limitation, the form (including whether to effect the transaction as a spin-off, a split-off or a combination of both transactions), structure and all other terms of any transaction and/or offering to effect the Distribution. Subject to any restrictions contained in the Underwriting Agreement, HBIO shall have sole discretion to determine the date of consummation of the Distribution at any time after the IPO Closing Date; and such date as so determined by HBIO is referred to herein as the “Distribution Date.” The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien HBIO in its sole and absolute discretion, of the following conditions: (i) The continued validity of a private letter ruling received by Covidien HBIO from the IRS (the “IRS Ruling”) prior to the date hereof in connection with the transactions contemplated hereby, which hereby shall continue in full force and effect and which such ruling shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions. (ii) The receipt of a tax opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, tax counsel to Covidien, dated as of the Distribution Date to be in form and substance satisfactory to Covidien HBIO in its sole and absolute discretion, which tax and HBIO’s receipt of an opinion shall rely on the effectiveness of the IRS Rulingfrom Bxxxx & Lxxxxxxx, substantially LLP, counsel to HBIO, to the effect that, for U.S. federal income tax purposes, that the Distribution Contribution and certain related transactionsthe Distribution, taken together, will qualify as transactions under Sections a transaction that is described in Section 355(a) and/or 368(aand 368(a)(1)(D) of the Code. (iiiii) The receipt of one or more opinions from Xxxxxxxx Xxxxx or another independent firm acceptable All Governmental Approvals necessary to Covidien in its sole and absolute discretion, confirming consummate the solvency and financial viability of each of Covidien and Mallinckrodt and the satisfaction of any legal capital requirements in connection with the Separation, which opinions shall be in form and substance acceptable to Covidien in its sole and absolute discretion and which opinions shall not have been withdrawn or rescinded. (iv) The Reorganization Distribution shall have been completed obtained and be in accordance with the Plan of Reorganization. (v) The financing contemplated to be obtained in connection with the Separation as described in Section 2.15 herein shall have been obtained. (vi) Each of the Ancillary Agreements shall have been duly executed full force and delivered by the applicable parties thereto. (vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect. (viiiiii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and in connection with the rules and regulations thereunder shall Distribution will have been taken or made, and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (ixiv) All Governmental Approvals necessary to consummate No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the Separation, consummation of the Distribution and the transactions related thereto and to permit the operation or any of the Mallinckrodt Business after related transactions shall be in effect, and no other event outside the control of HBIO shall have occurred or failed to occur that prevents the consummation of the Distribution Date shall have been obtained and be in full force and effector any of the related transactions. (x) The Separation and the Distribution shall not violate or result in a breach of applicable law or any material contract of Covidien or Mallinckrodt or any of their respective Subsidiaries. (xiv) The approval for listing on the NYSE NASDAQ for the Mallinckrodt Ordinary Shares shares of the HXXX Common Stock to be delivered distributed to the Covidien shareholders HBIO stockholders in the Distribution shall have been obtained, subject to official notice of issuance. (xii) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC. (xiii) The Information Statement and such other information concerning Mallinckrodt, its business, operations and management, the Distribution and such other matters as Covidien shall determine in its sole and absolute discretion and as may otherwise be required by law shall have been mailed to the Qualifying Covidien Shareholders. (xivvi) No other events or developments shall exist or shall have occurred subsequent to the completion of the IPO that, in the judgment of the Covidien HBIO Board, would result in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution not being in the best interest of HBIO or its shareholders. (vii) the transactions related theretoreceipt by HBIO of an opinion, in form and substance satisfactory to it, from its financial advisor that HBIO has sufficient surplus under Delaware law to permit the Distribution and that HBIO, immediately before and after the spin-off, is solvent. (b) The foregoing conditions are for the sole benefit of Covidien HBIO and shall not give rise to or create any duty on the part of Covidien HBIO or the Covidien HBIO Board to waive or not waive such conditions or in any way limit CovidienHBIO’s right to terminate this Agreement as set forth in Article X XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Covidien HBIO Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 4.3 shall be conclusive and binding on the Partiesconclusive.