Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Xxxxxxx International and shall not give rise to or create any duty on the part of Xxxxxxx International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners; (b) The Xxxxxxx Electronics Common Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) Reserved; (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 pending, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

Conditions to Distribution. Subject to Section 4.33.4, the obligation of Xxxxxxx to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Xxxxxxx, in its sole and absolute discretion, of the following are conditions conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Xxxxxxx Board. Any determination made by Xxxxxxx prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International and shall not give rise to or create any duty on the part of Xxxxxxx International or the Xxxxxxx Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The the Commission shall have declared effective the Form 10 and 10, of which the Information Statement attached thereto shall have been declared effective by the Commissionforms a part, no stop order suspending relating to the effectiveness thereof shall Form 10 will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Xxxxxxx Common Stock; (b) The Xxxxxxx Electronics the Veralto Common Shares Stock to be delivered distributed in the Distribution shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained (i) a ruling from received the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its Xxxxxxx tax counsel, in form and substance satisfactory acceptable to Xxxxxxx InternationalXxxxxxx, substantially to the effect that the Contribution and Distribution satisfies (except to the requirements extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners reorganization under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Code; (d) Prior to all registrations, consents and filings 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 Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsbeen received or made; (e) Reserved; (f) No no order, injunction or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition prohibition, preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside of Xxxxxxx’x control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Xxxxxxx in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) No other the Xxxxxxx Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and Xxxxxxx shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to Xxxxxxx; and (j) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Xxxxxxx Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution having a material adverse effect on and other transactions contemplated by this Agreement not being in the best interest of Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Alkermes to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Alkermes, in its sole and absolute discretion, of the following are conditions conditions. None of Mural, any other member of the Mural Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the Board. Any determination by Alkermes, and any subsequent amendment, revision, withdrawal or change thereto made by Alkermes prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International Alkermes and shall not give rise to or create any duty on the part of Xxxxxxx International Alkermes or the Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto steps in the Plan of Reorganization shall have been completed in all material respects; (b) the Transfers of Assets and Assumptions of Liabilities described in Section 2.2 that are to be completed prior to the Distribution shall have been completed in accordance with the terms of this Agreement and each of Mural and Alkermes shall have executed and delivered, or caused to be executed and delivered, each of the Ancillary Agreements in connection therewith; (c) the Commission shall have declared effective by the CommissionForm 10, no stop order suspending the effectiveness thereof shall relating thereto will be in effect, no proceedings for seeking any such purpose stop order shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, Statement shall have been mailed to the Share OwnersRecord Holders or, in connection with the delivery of a notice of Internet availability of the Information Statement to the Record Holders, posted on the Internet; (bd) The Xxxxxxx Electronics Common the Mural Ordinary Shares to be delivered in the Distribution distributed shall have been approved and accepted for listing on the NASDAQby Nasdaq, subject to official notice of distribution; (ce) Xxxxxxx International shall have obtained (i) the receipt and continuing validity of both a private letter ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) Xxxxxxx Procter LLP, its tax counselboth satisfactory to the Board, together confirming that the Separation and the Distribution, in form relevant part and substance satisfactory to Xxxxxxx Internationaltogether with certain related transactions, to the effect that the Distribution satisfies the requirements to qualify as a are tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International under Sections 355 and to Xxxxxxx International’s Share Owners under Section 355 368(a)(1)(D) of the Code (Code, except for cash payments made to Share Owners received in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) ReservedMural Ordinary Shares; (f) No the receipt from an independent appraisal firm acceptable to Alkermes of one or more opinions to the Alkermes Board and/or Mural Board confirming the solvency and financial viability of Alkermes and Mural after consummation of the Distribution, and such opinions shall be acceptable to Alkermes in form and substance in Alkermes’ sole discretion and such opinions shall not have been withdrawn or rescinded; (g) 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 non-U.S. jurisdictions in connection with the Distribution shall have been received; (h) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Alkermes shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gi) No the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (j) each of Xxxxx and Alkermes shall have executed and delivered, or caused to be executed and delivered, each of the other Transaction Agreements; and (k) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Alkermes or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyshareholders.

Conditions to Distribution. Subject to Section 4.34.4, the following are conditions to the consummation of the DistributionDistribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Dover in its sole discretion). The conditions are for the sole benefit of Xxxxxxx International Dover and shall not give rise to or create any duty on the part of Xxxxxxx International Dover or the Board of Directors of Dover to waive or not waive any such condition. Each Party will use its commercially reasonable efforts Any determination made by Dover prior to keep the other Party apprised Distribution concerning the satisfaction or waiver of its efforts with respect to, and the status of, each any or all of the following conditions:conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, with no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commissioneffect with respect thereto, and a notice of internet availability of the Information Statement, Statement shall have been mailed to Dover’s stockholders as of the Share OwnersRecord Date; (b) The Xxxxxxx Electronics Common Shares Stock to be delivered to the Dover stockholders in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International 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) to the effect, among other things, that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain Distribution, together with certain related transactions, shall qualify as a result tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Distribution; Code and that certain transactions involving the transfer to members of the Xxxxxxx Group of certain Xxxxxxx Assets and/or the assumption by members of the Xxxxxxx Group of certain Xxxxxxx Liabilities in connection with the Separation shall not result in the recognition of any gain or loss to members of the Dover Group and Xxxxxxx Group for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in any material respect, and (iiB) an opinion from Xxxxx & XxXxxxxx LLP or other outside tax counsel of Squire Xxxxxx Xxxxx (US) LLP, its tax counselnational standing, in form and substance satisfactory to Xxxxxxx InternationalDover (in its sole discretion), substantially to the effect that the Distribution satisfies the requirements to Distribution, and certain related transactions, shall qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International that is described in Sections 368(a)(1)(D) and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares);Code; or (dii) Prior to the Distribution Date, the Board shall have obtained advice an opinion from its investment bankerXxxxx & XxXxxxxx LLP or other outside tax counsel of national standing, in form and substance satisfactory to Xxxxxxx InternationalDover (in its sole discretion), with respect substantially to the capital adequacy effect, among other things, that the Distribution, together with certain related transactions, shall qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and solvency 355 of each the Code and that certain transactions involving the transfer to members of the Xxxxxxx International Group of certain Xxxxxxx Assets and/or the assumption by members of the Xxxxxxx Group of certain Xxxxxxx Liabilities in connection with the Separation qualify for tax-free treatment for U.S. federal income tax purposes. (d) All permits, registrations and Xxxxxxx Electronicsconsents 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) Reserved; (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 the Distribution or any portion of the Distribution transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be pending, threatened, issued or in effect, and no other event outside the control of Dover shall have occurred or failed to occur that prevents the consummation of all the Distribution or any portion of the Distributionrelated transactions; (f) The Reorganization and the Separation has 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; (g) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (h) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (i) The Xxxxxxx Financing Arrangements shall have been executed and delivered and the proceeds thereof shall have been received by Xxxxxxx and Dover shall have received the Financing Cash Distribution 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 Xxxxxxx Financing Arrangements; and (j) No other events or developments shall have occurred or failed to occur exist that, in the judgment of the BoardBoard 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 having a material adverse effect on Xxxxxxx International or the other transactions contemplated hereby not being in the best interest of Dover or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.3any restrictions contained in the Underwriting Agreement, the CBI Board shall have the sole discretion to determine the date of consummation of the Distribution at any time after the Closing Date and on or prior to the date that is six months after the Closing Date. CBI shall be obligated to consummate the Distribution no later than the date that is six months after the Closing Date, subject to the satisfaction, or waiver by the CBI Board, in its sole discretion, of the conditions set forth below. In the event that any such condition shall not have been satisfied or waived on or before the date that is six months after the Closing Date, CBI shall consummate the Distribution as promptly as practicable following are conditions the satisfaction or waiver of all such conditions: (a) a private letter ruling from the Internal Revenue Service shall have been obtained and shall continue in effect, to the effect that, among other things, the Distribution will qualify as a tax free distribution for federal income tax purposes under Section 355 of the Code and will not result in the recognition of any gain to CBI or CBI's shareholders, and such ruling shall be in form and substance satisfactory to CBI in its sole discretion; (b) any material governmental approvals and consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; (c) 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 CBI shall have occurred or failed to occur that prevents the consummation of the Distribution; and (d) no other event or developments shall have occurred subsequent to the date hereof that, in the judgment of the Board of Directors of CBI, would result in the Distribution having a material adverse effect on CBI or on the shareholders of CBI. (e) Each of CBI and CONVERGYS 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 completion of the transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise. (f) All action and other documents and instruments deemed necessary or advisable in connection with the transactions contemplated hereby shall have been taken or executed, as the case may be, in form and substance satisfactory to CBI and CONVERGYS. The foregoing conditions are for the sole benefit of Xxxxxxx International CBI and shall not give rise to or create any duty on the part of Xxxxxxx International CBI or the CBI Board of Directors to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners; (b) The Xxxxxxx Electronics Common Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) Reserved; (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 pending, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Ironwood to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Ironwood, in its sole and absolute discretion, of the following are conditions conditions. None of Cyclerion, any other member of the Cyclerion Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the Board. Any determination by Ironwood, and any subsequent amendment, revision, withdrawal or change thereto made by Ironwood prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International Ironwood and shall not give rise to or create any duty on the part of Xxxxxxx International Ironwood or the Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto Commission shall have been declared effective by the CommissionForm 10, no stop order suspending the effectiveness thereof shall relating thereto will be in effect, no proceedings for seeking any such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Ironwood Common Stock; (b) The Xxxxxxx Electronics the shares of Cyclerion Common Shares Stock to be delivered in the Distribution distributed shall have been approved and accepted for listing on the by NASDAQ, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained the receipt and continuing validity of either (i1) a private letter ruling from the Internal Revenue Service and an opinion from KPMG LLP, both satisfactory to the Board, together confirming that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a Separation generally is tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International under Sections 355 and to Xxxxxxx International’s Share Owners under Section 355 368(a)(1)(D) of the Code Code, or (except for cash payments made to Share Owners in lieu 2) an opinion of fractional shares that will generally result in taxable gain or loss to such Share Owners equal KPMG LLP, satisfactory to the difference between Board, confirming that the amount Separation generally is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of cash received and the tax basis allocable to the fractional shares)Code; (d) Prior the receipt and continuing validity of an opinion from an independent appraisal firm to the Distribution DateBoard, the Board shall have obtained advice from its investment banker, that is in form and substance satisfactory acceptable to Xxxxxxx InternationalIronwood in its sole and absolute discretion, confirming the solvency of Cyclerion after the Distribution and, as to the compliance by Ironwood in declaring to pay the Distribution, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicssurplus requirements under Delaware corporate law; (e) Reservedall 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 received; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Ironwood shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Cyclerion shall have executed and delivered each of the other Transaction Agreements; and (i) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Ironwood or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject The obligation of Air Products to Section 4.3consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Air Products, in its sole and absolute discretion, of the following are conditions conditions. None of Versum, any other member of the Versum Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Air Products Board. Any determination made by Air Products prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International Air Products and shall not give rise to or create any duty on the part of Xxxxxxx International Air Products or the Air Products Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Commission shall have declared effective the Versum Registration Statement, of which the Information Statement attached thereto shall have been declared effective by the Commissionforms a part, and no stop order suspending relating to the effectiveness thereof shall Versum Registration Statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability of Internet Availability relating to the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Air Products Common Stock; (b) The Xxxxxxx Electronics the Versum Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that Air Products has received the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Tax Opinion; (d) Prior the receipt of an opinion from an independent appraisal firm to the Air Products Board confirming the solvency of each of Air Products and Versum after the Distribution Dateand, as to the Board shall have obtained advice from its investment bankercompliance by Air Products in declaring the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance satisfactory acceptable to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsAir Products in its sole discretion; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Air Products shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Air Products in its sole discretion shall have determined need not be completed or may be completed after the Separation Time; (g) No the Air Products Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Air Products shall have elected the Versum Board, as described in the Versum Registration Statement, immediately prior to the Distribution; (i) Versum shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; (j) the distribution in-kind of the Versum Securities to Air Products, the making of the Versum Financing Cash Distribution, and the determination by Air Products in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Versum will be entering into in connection with the separation; (k) 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 received; and (l) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Air Products Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Air Products or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of bluebird to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by bluebird, in its sole and absolute discretion, of the following are conditions conditions. None of 2seventy, any other member of the 2seventy Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the Board. Any determination by bluebird, and any subsequent amendment, revision, withdrawal or change thereto made by bluebird prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International bluebird and shall not give rise to or create any duty on the part of Xxxxxxx International bluebird or the Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 the Transfers of Assets and Assumptions of Liabilities described in Section 2.2 that are to be completed prior to the Information Statement attached thereto Distribution shall have been completed in accordance with the terms of this Agreement; (b) the Commission shall have declared effective by the CommissionForm 10, no stop order suspending the effectiveness thereof shall relating thereto will be in effect, no proceedings for seeking any such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of bluebird Common Stock; (bc) The Xxxxxxx Electronics the shares of 2seventy Common Shares Stock to be delivered in the Distribution distributed shall have been approved and accepted for listing on the by NASDAQ, subject to official notice of distribution; (cd) Xxxxxxx International shall have obtained (i) the receipt and continuing validity of both a private letter ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) Xxxxxxx Procter LLP, its tax counsel, in form and substance both satisfactory to Xxxxxxx Internationalthe Board, to the effect together confirming that the Separation and Distribution satisfies the requirements to qualify as a generally are tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International under Sections 355 and to Xxxxxxx International’s Share Owners under Section 355 368(a)(1)(D) of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsCode; (e) Reservedthe receipt and continuing validity of an opinion from an independent appraisal firm, satisfactory to the Board, with respect to certain solvency matters and as to the compliance by bluebird with surplus requirements under Delaware corporate law in declaring to pay the Distribution; (f) No 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 received; (g) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of bluebird shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (i) each of 2seventy and bluebird shall have executed and delivered each of the other Transaction Agreements; and (j) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of bluebird or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPont, in its sole and absolute discretion, of the following are conditions conditions. None of Chemours, any other member of the Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International DuPont and shall not give rise to or create any duty on the part of Xxxxxxx International DuPont or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 the making of the Chemours Financing Cash Distribution, and the Information Statement attached thereto determination by DuPont in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Chemours will be entering into in connection with the separation; (b) the Commission shall have been declared effective by the CommissionForm 10, of which the information statement forms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the information statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of DuPont Common Stock; (bc) The Xxxxxxx Electronics the Chemours Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (cd) Xxxxxxx International shall have obtained (i) a the receipt and continued validity of the private letter ruling from the U.S. Internal Revenue Service that and the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its DuPont tax counsel, in form and substance satisfactory acceptable to Xxxxxxx InternationalDuPont, substantially to the effect that that, among other things, the Contribution and Distribution satisfies will, based upon and subject to the requirements to assumptions, representations and qualifications set forth therein, qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made Code, and certain transactions related to Share Owners the transfer of assets and liabilities to Chemours in lieu of fractional shares that connection with the separation will generally not result in taxable the recognition of any gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution DateDuPont, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsChemours or their stockholders; (e) Reservedthe receipt of an opinion from an independent appraisal firm to the Board confirming the solvency of each of DuPont and Chemours after the Distribution and, as to the compliance by DuPont in declaring to pay the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance acceptable to DuPont in its sole discretion; (f) No 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 received; (g) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of DuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No other the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as DuPont in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (i) the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (j) DuPont shall have elected the board of directors of Chemours, as described in the Form 10, immediately prior to the Distribution; (k) Chemours shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; and (l) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of DuPont or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject The obligation of Air Products to Section 4.3consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Air Products, in its sole and absolute discretion, of the following are conditions conditions. None of Versum, any other member of the Versum Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Air Products Board. Any determination made by Air Products prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International Air Products and shall not give rise to or create any duty on the part of Xxxxxxx International Air Products or the Air Products Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Commission shall have declared effective the Versum Registration Statement, of which the Information Statement attached thereto shall have been declared effective by the Commissionforms a part, and no stop order suspending relating to the effectiveness thereof shall Versum Registration Statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability of Internet Availability relating to the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Air Products Common Stock; (b) The Xxxxxxx Electronics the Versum Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that Air Products has received the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Tax Opinion; (d) Prior the receipt of an opinion from an independent appraisal firm to the Air Products Board confirming the solvency of each of Air Products and Versum after the Distribution Dateand, as to the Board shall have obtained advice from its investment bankercompliance by Air Products in declaring the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance satisfactory acceptable to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsAir Products in its sole discretion; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Air Products shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Air Products in its sole discretion shall have determined need not be completed or may be completed after the Separation Time; (g) No the Air Products Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Air Products shall have elected the Versum Board, as described in the Versum Registration Statement, immediately prior to the Distribution; (i) Versum shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; (j) the making of the Versum Financing Cash Distribution, and the determination by Air Products in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Versum will be entering into in connection with the separation; (k) 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 received; and (l) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Air Products Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Air Products or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Oil States in its sole and absolute discretion, of the conditions set forth in this Section 4.33.3(a). Any determination by Oil States regarding the satisfaction or waiver of any of such conditions will be conclusive. (i) The Separation shall have been completed in accordance with the Restructuring Steps Memorandum. (ii) Oil States shall have received a private letter ruling to the effect that, among other things, the following are conditions Spin-off will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, and such private letter ruling shall not have been revoked or modified in any material respect. (iii) Oil States shall have received an opinion of its tax counsel, in form and substance acceptable to Oil States and which shall remain in full force and effect, as to certain matters affecting the tax treatment of the Separation on which the Internal Revenue Service will not rule. (iv) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect. (v) The actions and filings necessary or appropriate under applicable securities laws in connection with the Distribution will have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority. (vi) 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. Distribution or any of the related transactions shall be in effect, and no other event outside the control of Oil States shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions. (vii) A Registration Statement on Form 10 registering the Civeo Common Stock (the “Form 10”) shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the Information Statement included therein (the “Information Statement”) shall have been mailed to Oil States’ stockholders as of the Record Date. (viii) The Civeo Common Stock to be distributed to the Oil States stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution. (ix) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (x) No events or developments shall have occurred or exist that, in the judgment of the Oil States Board, 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 Oil States or its stockholders. (xi) Oil States shall have received the Cash Dividend. (xii) A majority of the aggregate outstanding principal amount of each series of the Oil States Notes shall have been accepted for payment pursuant to the Tender Offers. (b) The foregoing conditions are for the sole benefit of Xxxxxxx International Oil States and shall not give rise to or create any duty on the part of Xxxxxxx International Oil States or the Oil States Board to waive or not waive such conditions or in any way limit Oil States’ right to terminate this Agreement as set forth in Article VI or alter the consequences of any such conditiontermination from those specified in such Article. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective Any determination made by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners; (b) The Xxxxxxx Electronics Common Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Oil States Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) Reserved; (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 pending, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to concerning the time satisfaction or waiver of any or all of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock conditions set forth in this Section 3.3 shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyconclusive.

Conditions to Distribution. Subject If WHE GEN elects to file a Registration Statement for the Distribution Shares, and subject to the provisions of Section 4.31.4(d), the following are conditions to the consummation of the Distribution. The conditions are for Distribution will be subject to the satisfaction, or waiver by Cyclone in its sole benefit of Xxxxxxx International and shall not give rise to or create any duty on the part of Xxxxxxx International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect toabsolute discretion, and the status of, each of the following conditions: (a) The Form 10 Securities and the Information Statement attached thereto shall have been Exchange Commission has declared effective by the CommissionWHE GEN Registration Statement, under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness thereof shall be of the Registration Statement is in effect, and no proceedings for such purpose shall be are pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share OwnersSEC; (b) The Xxxxxxx Electronics WHE GEN Common Shares to be delivered in the Distribution shall have Stock has been approved accepted for listing on the NASDAQOTCQB or such other trading market, subject to official notice of distributionissuance; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result Unless waived by reasonable agreement of the Distribution; and (ii) an parties, Cyclone has received the written opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, counsel to the effect that the Distribution satisfies the requirements to will qualify as a tax-free transaction under Section 355 of the Internal Revenue Code, and that for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code purposes, (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable i) no gain or loss to such Share Owners equal to will be recognized by Cyclone upon the difference between distribution of the WHE GEN Common Stock in the Distribution, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, the Cyclone Shareholders the receipt of cash received and shares of the tax basis allocable to WHE GEN Common Stock in the fractional shares)Distribution; (d) Prior to WHE GEN has received a written solvency opinion from a financial advisor regarding the effect of the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsrelated transactions; (e) Reserved; (f) No There is no order, injunction or decree issued by any Governmental Entity Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be pending, threatened, issued or in effectDistribution, and no other event shall have outside the control of Cyclone has occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gf) No other events or developments shall have occurred or failed prior to occur the Distribution that, in the judgment of the Boardboard of directors of Cyclone, would result in the Distribution having a material adverse effect on Xxxxxxx International Cyclone or its Share Owners;the stockholders of Cyclone. (hg) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior Prospectus has been made available to the Distribution shall have been consummated prior to the time holders of Cyclone Common Stock as of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partychosen Record Date.

Conditions to Distribution. Subject to Section 4.33.4, the obligation of Fortive to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Fortive, in its sole and absolute discretion, of the following are conditions conditions. None of Vontier, any other member of the Vontier Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Fortive Board. Any determination made by Fortive prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International Fortive and shall not give rise to or create any duty on the part of Xxxxxxx International Fortive or the Fortive Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The the Commission shall have declared effective the Form 10 and 10, of which the Information Statement attached thereto shall have been declared effective by the Commissionforms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Fortive Common Stock; (b) The Xxxxxxx Electronics the Vontier Common Shares Stock to be delivered distributed in the Distribution shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (c) Xxxxxxx International Fortive shall have obtained (i) a ruling from received the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its Fortive tax counsel, in form and substance satisfactory acceptable to Xxxxxxx InternationalFortive, substantially to the effect that the Contribution and Distribution satisfies (except to the requirements extent of any cash received in lieu of fractional shares of Vontier Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners reorganization under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Code; (d) Prior to all registrations, consents and filings 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 Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsbeen received or made; (e) Reserved; (f) No no order, injunction or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition prohibition, preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside of Fortive’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Fortive in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) No other the Fortive Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Vontier and Fortive shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Vontier Financing Arrangements shall have been consummated and the Vontier Contribution Payment shall have been paid to Fortive; and (j) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Fortive Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution having a material adverse effect on Xxxxxxx International and other transactions contemplated by this Agreement not being in the best interest of Fortive or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.3, the obligation of IP RemainCo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by IP RemainCo, in its sole and absolute discretion, of the following are conditions conditions. None of Product SpinCo or any other member of the Product SpinCo Group with respect to the Distribution or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by IP RemainCo prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International IP RemainCo and shall not give rise to or create any duty on the part of Xxxxxxx International IP RemainCo or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The the Commission shall have declared effective the Product Form 10 and 10, of which the Product SpinCo Information Statement attached thereto shall have been declared effective by the Commissionforms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the Product SpinCo Information Statement (or the Notice of internet availability Internet Availability of the Product SpinCo Information Statement, ) shall have been mailed distributed to the Share Ownersholders of IP RemainCo Common Stock; (b) The Xxxxxxx Electronics the Product SpinCo Common Shares Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International IP RemainCo shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) received an opinion of Squire Xxxxxx Xxxxx (US) from Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx InternationalIP RemainCo (in its sole discretion), substantially to the effect that that, among other things, the Distribution satisfies Distribution, together with the requirements to Contribution, will qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Code; (d) Prior to the Distribution Date, the Board IP RemainCo shall have obtained advice received an opinion from its investment bankerthe independent appraisal firm set forth on Schedule 4.4(d) or another independent appraisal firm as determined by the Board, in form and substance satisfactory to Xxxxxxx InternationalIP RemainCo confirming that (i) following the Distribution, with respect IP RemainCo, on the one hand, and Product SpinCo, on the other hand, will be solvent and adequately capitalized and (ii) IP RemainCo has adequate surplus under Delaware Law to declare the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsDistribution; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of IP RemainCo shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gf) No other events or developments the Internal Reorganization and Business Realignment shall have occurred been effectuated prior to the Distribution, except for such steps (if any) as IP RemainCo in its sole discretion shall have determined need not be completed or failed to occur that, in may be completed after the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share OwnersEffective Time; (hg) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have declared the Distribution and approved the Distributionall related transactions, which approval may be given or withheld at its absolute and sole discretiondiscretion (and such declaration or approval shall not have been withdrawn); (h) IP RemainCo shall have elected the board of directors of Product SpinCo, as described in the Product Form 10, immediately prior to the Distribution; (i) the directors of IP RemainCo set forth on Schedule 4.4(i) shall have resigned from the Board effective upon the Distribution; (j) (x) Product SpinCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party and (y) IP RemainCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party; and (lk) This Agreement no events or developments shall have occurred or shall exist that, in the sole and each absolute judgment of the Tax Matters AgreementBoard, make it inadvisable to effect the Employee Matters Agreement, Distribution or would result in the Transition Services Agreement Distribution and related transactions not being in the other Ancillary Agreements shall have been executed by each partybest interest of IP RemainCo or its stockholders.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Recro to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Recro, in its sole and absolute discretion, of the following are conditions conditions. None of Baudax, any other member of the Baudax Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the Board. Any determination by Recro, and any subsequent amendment, revision, withdrawal or change thereto made by Recro prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International Recro and shall not give rise to or create any duty on the part of Xxxxxxx International Recro or the Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto Commission shall have been declared effective by the CommissionForm 10, no stop order suspending the effectiveness thereof shall relating thereto will be in effect, no proceedings for seeking any such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Recro Common Stock; (b) The Xxxxxxx Electronics the shares of Baudax Common Shares Stock to be delivered in the Distribution distributed shall have been approved and accepted for listing on the NASDAQby Nasdaq, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result receipt and continuing validity of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLPfrom an independent appraisal firm to the Board, its tax counsel, that is in form and substance satisfactory acceptable to Xxxxxxx InternationalRecro in its sole and absolute discretion, to confirming the effect that solvency of Baudax after the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Distribution; (d) Prior to 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 Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsbeen received; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Recro shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Recro in its sole discretion shall have determined need not be completed or may be completed after the Distribution Effective Time; (g) No the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Baudax shall have executed and delivered each of the other Transaction Agreements; and (i) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing and related transactions described in “Description of Material Indebtedness” and elsewhere not being in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time best interest of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyRecro.

Conditions to Distribution. Subject 1.2.1 The obligations of each party hereto to Section 4.3, consummate the following Distribution are conditions subject to the consummation satisfaction or waiver by Yellow in its sole discretion of the Distribution. The conditions are for the sole benefit of Xxxxxxx International and shall not give rise to or create any duty on the part of Xxxxxxx International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (i) the simultaneous execution, delivery and performance as required of each of the following: (a) The Form 10 this Agreement; (b) the Tax Sharing Agreement; (1) the execution by SCST on or before the Distribution Date of those certain Debt Agreements listed in paragraph 1.2.1 of the disclosure letter from Yellow to SCST dated the date hereof (the "Disclosure Letter"), each in form, substance and amount satisfactory to Yellow, and (2) on or before the Information Distribution Date, the payment by SCST to Yellow of a cash dividend or a repayment by SCST to Yellow of intercompany indebtedness (or a combination of the foregoing) from the proceeds of such Debt Agreements, in the approximate amount of $110.7 million, subject to adjustment on a post-closing basis in the manner set forth in paragraph 1.2.1(i)(c) of the Disclosure Letter (the "Yellow Payment"); (ii) the Registration Statement attached thereto shall have been filed and declared effective by the Commission, and there shall be no stop order suspending the effectiveness thereof shall be in effecteffect with respect thereto, and no proceedings proceeding for such that purpose shall be pending before have been instituted or threatened by the Commission, ; (iii) the actions and a notice of internet availability filings with regard to state securities and blue sky laws of the Information Statement, United States (and any comparable laws under any foreign jurisdictions) shall have been mailed to the Share Ownerstaken and, where applicable, have become effective or been accepted; (biv) The Xxxxxxx Electronics the SCST Common Shares Stock to be delivered distributed in the Distribution shall have been approved admitted for listing trading on the NASDAQThe Nasdaq National Market, subject to on official notice of distribution; (cv) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) Reserved; (f) No no order, injunction or decree issued by any Governmental Entity of competent jurisdiction Government Authority or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the other transactions contemplated by this Agreement or the Tax Sharing Agreement shall be threatened, pending or in effect; (vi) the Letter Ruling shall have been issued and shall not have been revoked; (vii) any material Consents and Governmental Approvals necessary to consummate the Distribution shall have been obtained and be pending, threatened, issued or in full force and effect, and no other event ; (viii) Yellow's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the Delaware General Corporation Law; (ix) Yellow's Board of Directors shall have occurred approved the Separation and the Distribution and shall not have abandoned or failed deferred the Distribution at any time prior to occur the Record Date; (x) Yellow's Board of Directors shall be satisfied that prevents the consummation Distribution does not constitute the conveyance of all or any portion substantially all of the properties or assets of Yellow immediately prior to the Distribution, as contemplated in Section 271 of the Delaware General Corporation Law; (gxi) No the Certificate of Incorporation and By-laws shall be in effect; (xii) no other events or developments shall have occurred or failed to occur that, in the sole judgment of the BoardYellow, would result in the Distribution having a material adverse effect on Xxxxxxx International Yellow or its Share Ownersstockholders; (hxiii) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Yellow's Board of Directors to consist shall be satisfied that each of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved Yellow and SCST will be solvent following the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (lxiv) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements SCST shall have been executed by each partymade the Yellow Payment.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Parent to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Parent, in its sole and absolute discretion, of the following are conditions conditions. None of SpinCo, any other member of the SpinCo Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by Parent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International Parent and shall not give rise to or create any duty on the part of Xxxxxxx International Parent or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto Commission shall have been declared effective by the CommissionForm 10, of which the information statement forms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the information statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Parent Common Stock; (b) The Xxxxxxx Electronics the SpinCo Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result receipt of the Distribution; opinions of Ernst & Young LLP and (ii) an opinion of Squire Xxxxxx Xxxxx DLA Piper LLP (US) LLP, its tax counsel), in form and substance satisfactory acceptable to Xxxxxxx InternationalParent, substantially to the effect that the Contribution and the First Internal Distribution, taken together, as well as each subsequent Internal Distribution satisfies and the requirements Distribution should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a tax-free deferred transaction for U.S. federal income tax purposes pursuant to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section Sections 368(a)(1)(D) and/or 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares);Code (d) Prior to 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 Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsbeen received; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Parent in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) No other the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Parent shall have elected the board of directors of SpinCo, as described in the Form 10, immediately prior to the Distribution; (i) SpinCo shall have entered into all Ancillary Agreements in connection with the Distribution prior to or concurrent with the Distribution; (j) the SpinCo Financing Arrangements shall have been executed and delivered, and the proceeds thereof shall have been received by SpinCo and distributed to Parent; and (k) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Parent or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Xxxxxxx International IR and shall not give rise to or create any duty on the part of Xxxxxxx International IR or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement, or a notice Notice of internet availability Internet Availability of the Information Statement, shall have been mailed to the Share Ownersholders of IR Ordinary Shares; (b) The Xxxxxxx Electronics Common Allegion Ordinary Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International IR shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLPfrom Simpson Xxxxxxx & Xxxxxett XXX, its xxs tax counsel, in form and substance satisfactory to Xxxxxxx InternationalIR (in its sole discretion), as to the effect that satisfaction of certain conditions necessary for the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners distribution under Section 355 of the Code (Code, except for to the extent of cash payments made to Share Owners received in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior IR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to the IR (in its sole discretion), and such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under Sections 355 and 368(a) of the Code; (e) The Board shall have obtained advice opinions from its investment bankera nationally recognized valuation firm, in form and substance satisfactory to Xxxxxxx InternationalIR, with respect to the capital adequacy and solvency of each of Xxxxxxx International IR and Xxxxxxx Electronics; (e) ReservedAllegion; (f) 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, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) 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 pending, threatened, issued or in effect, and no other event outside the control of IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International IR or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distributionstockholders; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock The Internal Restructuring shall have converted their shares of Class A common stock into Class B common stock been completed, except for such that steps as IR in its sole discretion shall have determined may be completed after the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”)Effective Time; (j) Xxxxxxx International The actions and events set forth in Article III shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directorsoccurred; (k) The Board shall have approved authorized the Distribution, which approval authorization may be given or withheld at its absolute and sole discretion; (l) The net proceeds of the Financing shall have been distributed to IR; and (lm) This Each Ancillary Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyparty thereto.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Parent to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Parent, in its sole and absolute discretion, of the following are conditions conditions. None of SpinCo, any other member of the SpinCo Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by Parent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International Parent and shall not give rise to or create any duty on the part of Xxxxxxx International Parent or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto Commission shall have been declared effective by the CommissionForm 10, of which the information statement forms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by the Commission, and a notice the information statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Parent Common Stock; (b) The Xxxxxxx Electronics the SpinCo Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distributionissuance; (c) Xxxxxxx International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result receipt of the Distribution; opinions of Ernst & Young LLP and (ii) an opinion of Squire Xxxxxx Xxxxx DLA Piper LLP (US) LLP, its tax counsel), in form and substance satisfactory acceptable to Xxxxxxx InternationalParent, substantially to the effect that the Distribution satisfies Contribution and the requirements First Internal Distribution, taken together, should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a tax-free transaction for U.S. federal income tax purposes reorganization under Section 368(a)(1)(D) to Xxxxxxx International and to Xxxxxxx International’s Share Owners under which Section 355 of the Code (except for cash payments made to Share Owners in lieu and Section 356 of fractional shares that will generally result in taxable gain or loss to such Share Owners equal the Code to the difference between extent related to Section 355 of the amount of cash received Code) applies, and each subsequent Internal Distribution and the tax basis allocable Distribution should, based upon and subject to the fractional shares)assumptions, representations and qualifications set forth therein, qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies; (d) Prior to 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 Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicsbeen received; (e) Reserved; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Parent in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) No other the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Parent shall have elected the board of directors of SpinCo, as described in the Form 10, immediately prior to the Distribution; (i) SpinCo shall have entered into all Ancillary Agreements in connection with the Distribution prior to or concurrent with the Distribution; (j) the SpinCo Financing Arrangements shall have been executed and delivered, and the proceeds thereof shall have been received by SpinCo and distributed to Parent; and (k) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of Parent or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of Ironwood to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Ironwood, in its sole and absolute discretion, of the following are conditions conditions. None of Cyclerion, any other member of the Cyclerion Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the Board. Any determination by Ironwood, and any subsequent amendment, revision, withdrawal or change thereto made by Ironwood prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International Ironwood and shall not give rise to or create any duty on the part of Xxxxxxx International Ironwood or the Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto Commission shall have been declared effective by the CommissionForm 10, no stop order suspending the effectiveness thereof shall relating thereto will be in effect, no proceedings for seeking any such purpose stop order shall be pending before or threatened by the Commission, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to the Share Ownersholders of Ironwood Common Stock; (b) The Xxxxxxx Electronics the shares of Cyclerion Common Shares Stock to be delivered in the Distribution distributed shall have been approved and accepted for listing on the by NASDAQ, subject to official notice of distribution; (c) Xxxxxxx International shall have obtained the receipt and continuing validity of either (i1) a private letter ruling from the Internal Revenue Service and an opinion from KPMG LLP, both satisfactory to the Board, together confirming that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx International, to the effect that the Distribution satisfies the requirements to qualify as a Separation generally is tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International under Sections 355 and to Xxxxxxx International’s Share Owners under Section 355 368(a)(1)(D) of the Code Code, or (except for cash payments made to Share Owners in lieu 2) an opinion of fractional shares that will generally result in taxable gain or loss to such Share Owners equal KPMG LLP, satisfactory to the difference between Board, confirming that the amount Separation generally is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of cash received and the tax basis allocable to the fractional shares)Code; (d) Prior the receipt and continuing validity of an opinion from an independent appraisal firm to the Distribution DateBoard, the Board shall have obtained advice from its investment banker, that is in form and substance satisfactory acceptable to Xxxxxxx InternationalIronwood in its sole and absolute discretion, confirming the solvency of Cyclerion after the Distribution and, as to the compliance by Ironwood in declaring to pay the Distribution, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronicssurplus requirements under Delaware corporate law; (e) Reserved; 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 received; (f) No no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Ironwood shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

Conditions to Distribution. Subject to Section 4.34.4, the obligation of DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPont, in its sole and absolute discretion, of the following are conditions conditions. None of Chemours, any other member of the Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx International DuPont and shall not give rise to or create any duty on the part of Xxxxxxx International DuPont or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: : (a) The Form 10 the making of the Chemours Financing Cash Distribution, and the Information Statement attached thereto determination by DuPont in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Chemours will be entering into in connection with the separation; (b) the Commission shall have been declared effective by the CommissionForm 10, of which the information statement forms a part, and no stop order suspending relating to the effectiveness thereof shall registration statement will be in effect, no proceedings for seeking such purpose stop order shall be pending before or threatened by 48 the Commission, and a notice the information statement (or the Notice of internet availability Internet Availability of the Information Statement, ) shall have been mailed distributed to holders of DuPont Common Stock; (c) the Share Owners; (b) The Xxxxxxx Electronics Chemours Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE, subject to official notice of distribution; issuance; (cd) Xxxxxxx International shall have obtained (i) a the receipt and continued validity of the private letter ruling from the U.S. Internal Revenue Service that and the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its DuPont tax counsel, in form and substance satisfactory acceptable to Xxxxxxx InternationalDuPont, substantially to the effect that that, among other things, the Contribution and Distribution satisfies will, based upon and subject to the requirements to assumptions, representations and qualifications set forth therein, qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made Code, and certain transactions related to Share Owners the transfer of assets and liabilities to Chemours in lieu of fractional shares that connection with the separation will generally not result in taxable the recognition of any gain or loss to such Share Owners equal DuPont, Chemours or their stockholders; (e) the receipt of an opinion from an independent appraisal firm to the difference between Board confirming the amount solvency of cash received each of DuPont and Chemours after the tax basis allocable Distribution and, as to the fractional shares); (d) Prior compliance by DuPont in declaring to pay the Distribution DateDistribution, the Board shall have obtained advice from its investment bankerwith surplus requirements under Delaware corporate law, that is in form and substance satisfactory acceptable to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) Reserved; DuPont in its sole discretion; (f) No 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 received; (g) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of DuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; ; (gh) No other the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as DuPont in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (i) the Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (j) DuPont shall have elected the board of directors of Chemours, as described in the Form 10, immediately prior to the Distribution; (k) Chemours shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; and (l) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the Distribution or 49 would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of DuPont or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partystockholders.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Xxxxxxx International IR and shall not give rise to or create any duty on the part of Xxxxxxx International IR or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement, or a notice Notice of internet availability Internet Availability of the Information Statement, shall have been mailed to the Share Ownersholders of IR Ordinary Shares; (b) The Xxxxxxx Electronics Common Allegion Ordinary Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International IR shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx InternationalIR (in its sole discretion), as to the effect that satisfaction of certain conditions necessary for the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners distribution under Section 355 of the Code (Code, except for to the extent of cash payments made to Share Owners received in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior IR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to the IR (in its sole discretion), and such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under Sections 355 and 368(a) of the Code; (e) The Board shall have obtained advice opinions from its investment bankera nationally recognized valuation firm, in form and substance satisfactory to Xxxxxxx InternationalIR, with respect to the capital adequacy and solvency of each of Xxxxxxx International IR and Xxxxxxx Electronics; (e) ReservedAllegion; (f) 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, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) 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 pending, threatened, issued or in effect, and no other event outside the control of IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International IR or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distributionstockholders; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock The Internal Restructuring shall have converted their shares of Class A common stock into Class B common stock been completed, except for such that steps as IR in its sole discretion shall have determined may be completed after the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”)Effective Time; (j) Xxxxxxx International The actions and events set forth in Article III shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directorsoccurred; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

Conditions to Distribution. Subject to Section 4.34.4, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Xxxxxxx International Questar and shall not give rise to or create any duty on the part of Xxxxxxx International Questar or the Board of Directors of Questar to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:. (a) The A Form 10 and the Information Statement attached thereto 8-A shall have been declared effective filed with the Commission by the CommissionQEP, with no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Ownerseffect with respect thereto; (b) The Xxxxxxx Electronics With respect to the Distribution, the QEP Common Shares Stock to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International Prior to the Distribution, Questar shall have obtained (i) a private letter ruling from the Internal Revenue Service that with respect to the Stock Unification Separation in form and substance satisfactory to Questar (in its sole discretion), and such ruling shall remain in effect as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution Date; (d) Prior to the Distribution; and (ii) , Questar shall have obtained an opinion of Squire from Xxxxxx Xxxxx (US) & Xxxxxxx LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx InternationalQuestar (in its sole discretion), substantially to the effect that the Internal Distribution satisfies the requirements to will qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to Internal Contribution, together with the fractional shares); (dDistribution, will constitute a reorganization under 368(a)(1)(D) Prior to of the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to Xxxxxxx International, with respect to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx ElectronicsCode; (e) Reserved;Any material Governmental Approvals and other Consents, if any, 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 pending, threatened, issued or in effect, and no other event outside the control of Questar shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board Questar shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (lh) This Agreement and each QEP shall have the ability to repay any of its outstanding debt obligations that might become due (or need to be repaid) as a result of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partySeparation.

Conditions to Distribution. Subject to Without limiting the scope of Section 4.34.4, the obligation of BioTime to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Legal Requirements, waiver by BioTime, in its sole and absolute discretion, of the following are conditions conditions. No AgeX Group Member or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of BioTime. Any determination made by BioTime prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties. The conditions are for the sole benefit of Xxxxxxx International BioTime and shall not give rise to or create any duty on the part of Xxxxxxx International BioTime or the BioTime Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) The the determination by BioTime in its sole discretion that following the Distribution it will have no further liability or obligation whatsoever under any financing arrangements that any AgeX Group Member will be entering into in connection with the Distribution or the operation of its business; (b) the SEC shall have declared effective the Form 10 and 10, of which the Information Statement attached thereto shall have been declared effective by forms a part, and no order terminating the Commission, no stop order suspending registration of the effectiveness thereof shall Common Stock under the Exchange Act will be in effect, no proceedings for Proceeding seeking to terminate such purpose registration shall be pending before or threatened by the CommissionSEC, and a notice the Information Statement (or the Notice of internet availability Internet Availability of the Information Statement, Statement if permitted as a means of delivery under applicable Legal Requirements) shall have been mailed distributed to the Share OwnersRegistered Holders of BioTime Common Stock; (bc) The Xxxxxxx Electronics the AgeX Common Shares to be delivered in the Distribution Stock shall have been approved and accepted for listing on by the NASDAQNYSE MKT or Nasdaq, subject to official notice of distributionissuance, or if BioTime so determines the AgeX Common Stock shall have been approved for quotation on the OTC Bulletin Board; (cd) Xxxxxxx International shall have obtained (i) the receipt and continued validity of a private letter ruling from the United States Internal Revenue Service that and the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) LLP, its BioTime tax counsel, in form and substance satisfactory acceptable to Xxxxxxx InternationalBioTime, substantially to the effect that that, among other things, the Contribution and Distribution satisfies will, based upon and subject to the requirements to assumptions, representations and qualifications set forth therein, qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners under Section 355 and Section 368(a)(1)(D) of the Code (except for cash payments made Code, and certain transactions related to Share Owners the transfer of assets and liabilities to AgeX in lieu of fractional shares that connection with the Contribution or Distribution will generally not result in taxable the recognition of any gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)BioTime, AgeX or their respective shareholders; (de) Prior to the Distribution Date, receipt of such opinion as the BioTime Board shall have obtained advice from its investment bankermay require confirming the solvency of each of BioTime and AgeX after the Distribution, in form and substance satisfactory to Xxxxxxx International, with respect acceptable to the capital adequacy and solvency of each of Xxxxxxx International and Xxxxxxx Electronics; (e) ReservedBioTime Board in its sole discretion; (f) No 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 foreign jurisdictions in connection with the Distribution shall have been received, or BioTime shall have received such confirmations as it may require that exemptions from such registrations or consents are available for the Distribution; (g) no order, injunction injunction, or decree issued by any Governmental Entity Body of competent jurisdiction jurisdiction, or other legal restraint or prohibition preventing the consummation of all the Distribution or any portion of the Distribution related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of BioTime shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (h) no Proceeding shall be pending or threatened seeking to restrain, prohibit or enjoin the Distribution, or challenging the legality of the Distribution, or alleging that the Distribution would violate any Legal Requirement or would create any Liability of BioTime or any members of the BioTime Board; (gi) No other the BioTime Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (j) BioTime shall have elected the board of directors of AgeX, as described in the Information Statement, immediately prior to the Distribution; (k) AgeX shall have entered into all of the Ancillary Agreements and the Ancillary Agreements shall be in full force and effect; and (l) no events or developments shall have occurred or failed to occur shall exist that, in the sole and absolute judgment of the BioTime Board, make it inadvisable to effect the Distribution or would result in the Distribution having a material adverse effect on Xxxxxxx International and related transactions not being in the best interest of BioTime or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) Xxxxxxx International shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyshareholders.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Xxxxxxx International IR and shall not give rise to or create any duty on the part of Xxxxxxx International IR or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement, or a notice Notice of internet availability Internet Availability of the Information Statement, shall have been mailed to the Share Ownersholders of IR Ordinary Shares; (b) The Xxxxxxx Electronics Common Allegion Ordinary Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQNYSE, subject to official notice of distribution; (c) Xxxxxxx International IR shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause Xxxxxxx International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire Xxxxxx Xxxxx (US) from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, its tax counsel, in form and substance satisfactory to Xxxxxxx InternationalIR (in its sole discretion), as to the effect that satisfaction of certain conditions necessary for the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to Xxxxxxx International and to Xxxxxxx International’s Share Owners distribution under Section 355 of the Code (Code, except for to the extent of cash payments made to Share Owners received in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior IR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to the IR (in its sole discretion), and such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under Sections 355 and 368(a) of the Code; (e) The Board shall have obtained advice opinions from its investment bankera nationally recognized valuation firm, in form and substance satisfactory to Xxxxxxx InternationalIR, with respect to the capital adequacy and solvency of each of Xxxxxxx International IR and Xxxxxxx Electronics; (e) ReservedAllegion; (f) 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, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) 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 pending, threatened, issued or in effect, and no other event outside the control of IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on Xxxxxxx International IR or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distributionstockholders; (i) A sufficient number of holders of Xxxxxxx International’s Class A common stock The Internal Restructuring shall have converted their shares of Class A common stock into Class B common stock been completed, except for such that steps as IR in its sole discretion shall have determined may be completed after the percentage of Class A common stock of Xxxxxxx International issued and outstanding is less than 15% of the aggregate of all shares of Xxxxxxx International Common Stock issued and outstanding thereby causing, pursuant to Xxxxxxx International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”)Effective Time; (j) Xxxxxxx International The actions and events set forth in Article III shall have taken all necessary action, in the judgment of the Board, to cause Xxxxxxx Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as Xxxxxxx Electronics’ directorsoccurred; (k) The Board shall have approved authorized the Distribution, which approval authorization may be given or withheld at its absolute and sole discretion; (l) The net proceeds of the Financing shall have been distributed to IR; and (lm) This Each Ancillary Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each partyparty thereto.