Conditions to Distribution. The obligation of DSPGI to effect the Distribution is subject to the satisfaction at or prior to the Distribution Date of the following conditions: (a) DSPGI and Ceva, Inc. shall have fulfilled these conditions set forth in Section 6.2(a) of the Combination Agreement; (b) all Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (c) DSPGI and Ceva, Inc. shall have fulfilled the conditions set forth in Section 7.4(c) of the Combination Agreement; (d) 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 shall be in effect and no other event outside the control of DSPGI shall have occurred or failed to occur that prevents the consummation of the Distribution; (e) the Combination Agreement shall not have been terminated, and all conditions to the obligations of the parties thereunder to consummate the Combination shall have been satisfied or waived, except only the consummation of the Distribution; and (f) each of the Licensing Business Employees shall be Corage Employees.
Appears in 4 contracts
Samples: Separation Agreement (DSP Group Inc /De/), Separation Agreement (Ceva Inc), Separation Agreement (Ceva Inc)
Conditions to Distribution. The obligation of DSPGI to effect the Distribution is subject to the satisfaction at or prior to the Distribution Date of the following conditions:
(a) DSPGI and Ceva, Inc. shall have fulfilled these conditions set forth in Section 6.2(a) of the Combination Agreement;
(b) all Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect;
(c) DSPGI and Ceva, Inc. shall have fulfilled the conditions set forth in Section 7.4(c) of the Combination Agreement;
(d) 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 shall be in effect and no other event outside the control of DSPGI shall have occurred or failed to occur that prevents the consummation of the Distribution;
(e) the Combination Agreement shall not have been terminated, and all conditions to the obligations of the parties thereunder to consummate the Combination shall have been satisfied or waived, except only the consummation of the Distribution; and
(f) each of the Licensing Business Employees shall be Corage Ceva Employees.
Appears in 1 contract
Samples: Separation Agreement (Ceva Inc)