Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. The FAF Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS 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, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF Board shall in its discretion establish obligations of the Record Date and parties to consummate the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each conditioned on the satisfaction, or waiver by the Kraft Foods Board, of the following conditions, among other things: : (a) The Kraft Foods Board shall, in its sole and absolute discretion, have authorized and approved the consummation of Separation and the Reorganization in accordance with SECTION 3.1 hereof Distribution and certain internal corporate reorganizations; not withdrawn such authorization and approval. (b) The Kraft Foods Board shall have declared the renegotiation dividend of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory GroceryCo Common Stock to the Board of Directors of FAF; Record Holders. (c) The SEC shall have declared the establishment of separate credit facilities for Form 10 effective under the Company and FAF on terms satisfactory to Exchange Act, no stop order suspending the Board of Directors effectiveness of the Company Form 10 shall be in effect, and FAF; no proceedings for such purpose shall be pending before or threatened by the SEC. (d) NASDAQ or another national securities exchange approved by the receipt Kraft Foods Board shall have accepted the GroceryCo Common Stock for listing, subject to official notice of certain third-party consents relating to certain contracts, licenses and the Other Agreements; issuance. (e) receipt by FAF of a The Internal Reorganization shall have been completed. (f) The private letter ruling that Kraft Foods Inc. received from the IRS Internal Revenue Service (“IRS”), to the effect that, among other thingssubject to the accuracy of and compliance with certain representations, assumptions and covenants (i) the Contribution and Internal Distribution will qualify for non-recognition of gain or loss to SnackCo and GroceryCo pursuant to Sections 368 and 355 of the Code (except to the extent the IRS generally will not rule on certain transfers of intellectual property, which will be covered solely by the opinion of Kraft Foods Inc.’s Tax Advisor) and (ii) the Distribution will qualify as a taxfor non-free distribution for Federal income tax purposes under recognition of gain or loss to Kraft Foods Inc. and the Kraft Foods Shareholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares, will not have been revoked or at the option modified in any material respect as of the FAF Board, Distribution Date. (g) Kraft Foods Inc. shall have received an opinion of special tax counsel to FAFfrom its Tax Advisor, in form and substance satisfactory to Kraft Foods Inc. in its sole and absolute discretion, that, subject to the FAF Boardaccuracy of and compliance with certain representations, assumptions and covenants, (i) the Contribution and Internal Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and GroceryCo pursuant to Sections 368 and 355 of the Code and (ii) the Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and the Kraft Foods Shareholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares. (h) Kraft Foods Inc. shall have received an advance income tax ruling from the Canada Revenue Agency (“CRA”), in form and substance satisfactory to Kraft Foods Inc. in its sole and absolute discretion, to the effect that, among other thingssubject to the accuracy of and compliance with certain representations, assumptions and covenants and based on the current provisions of the Income Tax Act (Canada) (the “Canadian Tax Act”), the Distribution will constitute such a tax-free distribution under Section 355 separation of the Code; (f) assets and liabilities in Canada held in connection with the Form 10 having become effective SnackCo Business from the assets and liabilities in Canada held in connection with the GroceryCo Business will be treated for purposes of the Canadian Tax Act as resulting in a “butterfly” reorganization with no stop order being in effect; (g) there not being material Canadian federal income tax payable by SnackCo’s Canadian subsidiary, GroceryCo’s Canadian subsidiary or their respective shareholders, and that advance income tax ruling will remain in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing as of the Company Common Stock on Distribution Date. (i) The Nasdaq Stock Market. The FAF Kraft Foods Board reserves shall have received an opinion from Evercore Partners, in form and substance reasonably satisfactory to the right in its discretionKraft Foods Board, other than with respect to those the capital adequacy and solvency of each of SnackCo and GroceryCo immediately after the Distribution. (j) No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Kraft Foods Inc. shall have occurred or failed to occur that prevents the consummation of the Distribution. (k) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the Kraft Foods Board, would result in the Distribution having a material adverse effect on Kraft Foods Inc. or the Kraft Foods Shareholders. (l) The actions set forth in clauses (aSections 3.1(b), (ec), (f) and (g), (h) and (i) shall have been completed. The foregoing conditions may only be waived by the Kraft Foods Board, in its sole and absolute discretion, are for the sole benefit of Kraft Foods Inc. and shall not give rise to or create any duty on the part of the Kraft Foods Board to waive or not waive such conditions or in any way limit the satisfaction right of termination of this Agreement set forth in Section 8.3 or alter the consequences of any condition to such termination from those specified in Section 8.3. Any determination made by the Distribution; 3 6 provided, however, that the FAF Kraft Foods Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Dateconcerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive.

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (ciii) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission confirming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the Distribution; 3 6 providedPROVIDED, howeverHOWEVER, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (ciii) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of an opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx; (v) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (evi) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI 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 CodeInternal Revenue Code of 1986, or at as amended; (vii) the option receipt of a letter from the staff of the FAF Board, an opinion of special tax counsel Commission confirming that it will take no action with respect to FAF, in form and substance satisfactory certain matters relating to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeDistribution; (fviii) the Form 10 having become effective and no stop order being in effect; (gix) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hx) approval for listing of the Company Common Stock on The Nasdaq Stock Marketthe NYSE; and (xi) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (evi), (fvii) and (gxi), to waive the satisfaction of any condition to the Distribution; 3 6 providedPROVIDED, howeverHOWEVER, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF Board shall in its discretion establish Subject to Section 4.4, the Record Date and following are conditions to the Distribution Date and all appropriate procedures in connection with consummation of the Distribution. The Distribution shall be subject to satisfaction conditions are for the sole benefit of each Entergy. The fulfillment of the following conditionsconditions does not create any obligation on Entergy’s part to effect the Distribution, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; Entergy has reserved the right, in its sole discretion, to waive any or all of the conditions, and to amend, modify, or abandon the transaction prior to the Distribution Date. (a) The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of Entergy Common Stock as of the Record Date; (b) With respect to the Distribution, the Enexus Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory Prior to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contractsDistribution, licenses and the Other Agreements; (e) receipt by FAF of Entergy shall have obtained a private letter ruling from the IRS Internal Revenue Service in form and substance satisfactory to Entergy (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect thateffect, among other things, that the Distribution will qualify Distribution, together with certain other related transactions, qualifies as a tax-free distribution reorganization for United States Federal income tax purposes under Section Sections 355 and 368(a)(1)(D) of the Code; (d) Prior to the Distribution, or at the option of the FAF Board, Entergy shall have obtained an opinion of special from Xxxxxx Godward Kronish LLP, its tax counsel to FAFcounsel, in form and substance satisfactory to the FAF BoardEntergy (in its sole discretion), substantially to the effect thatthat the Distribution, among together with certain other thingsrelated transactions, the Distribution will constitute such a tax-free distribution qualify as reorganization for United States Federal income tax purposes under Section Sections 355 and 368(a)(1)(D) of the Code; ; (e) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof (including the reorganization described in Section 3.1 and the debt financing transactions preceding the Distribution as described in Section 3.5) shall have been obtained and be in full force and effect, including the regulatory approvals listed or described on Schedule 4.5(e); (f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the Form 10 having become effective consummation of all or any portion of the Distribution, including the reorganization described in Section 3.1 and the debt financing transactions preceding the Distribution as described in Section 3.5, and all transfers of Assets and Liabilities contemplated in this Agreement or in the Joint Venture Agreements, shall be in effect, and no stop order being in effect; other event outside the control of Entergy shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) there not being All permits, registrations, and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or other foreign jurisdictions in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal connection with the transactions contemplated by the Distribution; and distribution shall have been received; (h) approval for listing The reorganization listed or described in Section 3.1 shall have been completed; and (i) The Board of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction Directors of any condition to Entergy shall have approved the Distribution; 3 6 provided, however, that the FAF Board which approval may abandon, defer be given or modify the Distribution withheld at its absolute and the related transactions at any time prior to the Distribution Datesole discretion.

Conditions to Distribution. The FAF Rubicon and DAC shall be obligated to consummate the Distribution no later than March 31, 2008 unless extended as the result of any Governmental Approvals, subject to the satisfaction, or waiver by the Rubicon Board shall of Directors in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each sole discretion, of the following conditions, among other things: : (a) any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; (b) 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 Reorganization Distribution shall be in accordance with SECTION 3.1 hereof effect and certain internal corporate reorganizations; no other event outside the control of Rubicon shall have occurred or failed to occur that prevents the consummation of the Distribution; (bc) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; Rubicon shall have authorized and approved the Distribution and not withdrawn such authorization and approval; (cd) the establishment Board of separate credit facilities Director of DAC shall have authorized and approved all corporate actions in order for Rubicon to accomplish the Distribution, including increasing the number of outstanding shares of DAC Common Stock to comply with the Distribution ratio set forth in Section 3.1(b); (e) All Ancillary Agreements shall have been entered into by the respective parties thereto; (f) arrangements shall have been made to the satisfaction of Rubicon for the Company complete and FAF on terms satisfactory orderly transition of employment of all other Persons designated by the parties as those Rubicon employees who are to become DAC employees as of or prior to the Distribution; and (g) no other events or developments shall have occurred that, in the judgment of the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contractsRubicon, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, would result in the Distribution will qualify as having a tax-free distribution for Federal income tax purposes under Section 355 material adverse effect on Rubicon or on the stockholders of the Code, Rubicon or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statute, rule, regulation or order the best interest of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; Rubicon and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Marketits stockholders. The FAF foregoing conditions are for the sole benefit of Rubicon and shall not give rise to or create any duty on the part of Rubicon or the Rubicon Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), of Directors to waive the satisfaction of or not waive any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Datesuch condition.

Conditions to Distribution. The FAF RSI Board shall in its discretion establish the Distribution Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation approval of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizationsDistribution by holders of at least a majority of the outstanding shares of RSI Common Stock; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (eii) receipt by FAF RSI of a private letter ruling from the IRS to the effect that, among other things, that the Distribution will qualify as constitute a tax-free distribution for Federal income tax purposes under Section 355 for both RSI and holders of the CodeRSI Common Stock or, or at the option of the FAF RSI Board, an opinion of special tax counsel to FAFby Jonex, Xxy, Reavxx & Xogux, XXI's counsel, in form and substance satisfactory to the FAF RSI Board, to the effect that, among other things, that the Distribution will should constitute such a tax-free distribution under Section 355 of the Codedistribution; (fiii) effectiveness of the Form 10 having become effective and no stop order being in effectunder the Exchange Act; (giv) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that which prohibits or makes illegal the Distribution or the transactions contemplated by the Distribution; (v) receipt of a favorable response from the staff of the Commission with respect to RSI's no-action request concerning, among other things, whether the Distribution may be effected without registration of the REX Xxxmon Stock under the Securities Act; (vi) receipt by RSI of all necessary third party consents to the Distribution and the transactions contemplated by this Agreement; (hvii) approval for listing of the Company Common REX Xxxmon Stock on The Nasdaq Stock Market. The FAF Board reserves the right Nasdaq-NMS subject to official notice of issuance; (viii) receipt of an updated opinion from Goldxxx, Xxchs & Co. to the RSI Board, dated as of the Distribution Date, in its discretion, other than with respect form and substance satisfactory to those set forth in clauses the RSI Board; (a), (e), (fix) and (g), to waive the satisfaction of any condition if dissenters' rights to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF Board shall in its discretion establish Subject to Section 3.2, the Record Date and following are conditions to the Distribution Date and all appropriate procedures in connection with consummation of the Distribution. The Distribution conditions are for the sole benefit of Parent and shall be subject not give rise to satisfaction or create any duty on the part of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to Parent or the Board of Directors of FAF; Parent to waive or not waive any such condition: (a) The Form 10 shall have been filed with the Commission for the purpose of registering the Subsidiary Common Stock under the Exchange Act, with no stop order in effect with respect thereto. (b) An information statement satisfying the requirements of Commission shall have been filed with the Commission and mailed to all holders of Parent Common Stock and Parent Common Stock Equivalents. (c) All Government Approvals and other Consents necessary to consummate the establishment Distribution shall have been obtained and be in full force and effect, except for any such Government Approvals or Consents the failure of separate credit facilities which to obtain would not have material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary. (d) No order, injunction or decree issued by any court or agency of competent jurisdiction preventing the consummation of the Distribution shall be in effect and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution. (e) The Board of Directors of Parent shall have authorized and approved the Distribution and not withdrawn such authorization and approval. (f) The Board of Directors of Parent shall not have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law, as amended. (g) Parent and Subsidiary shall have secured waivers and releases of all claims from the current Subsidiary employees with respect the Settled Liabilities. (h) Parent and Subsidiary shall have entered into an exchange agreement with Sovereign Partners, LP, pursuant to which, effective prior to the Record Date, Sovereign Partners will exchange all shares of Subsidiary Preferred Stock which it currently owns, for shares of Parent Common Stock. (i) Parent shall have filed an amendment to its Certificate of Incorporation with the Company Secretary of State of Delaware, pursuant to which Parent will be duly authorized to distribute a sufficient number of shares of Subsidiary Common Stock necessary to effect the Distribution pursuant to section 3.2 herein, and FAF on terms satisfactory pursuant to which the name of the Subsidiary will be changed to “SpeechFX, Inc.” (j) No other events or developments shall have occurred that, in the sole discretion of the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contractsParent, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, would result in the Distribution will qualify as having a tax-free distribution for Federal income tax purposes under Section 355 of the Codematerial adverse effect on Parent, its stockholders or its creditors, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statutethe best interest of Parent, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; its stockholders and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Datecreditors.

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to and the Board maintenance of Directors of FAFCFI's investment grade debt ratings; (ciii) the establishment of a separate credit facilities facility for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agreements; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission confirming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the special dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF CFI Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject Subject to satisfaction of each of Section 4.4, the following conditions, among other things: (a) are conditions to the consummation of the Reorganization Distribution (which, to the extent permitted by applicable Law, may be waived, in accordance with SECTION 3.1 hereof whole or in part, by Dover in its sole discretion). The conditions are for the sole benefit of Dover and certain internal corporate reorganizations; (b) shall not give rise to or create any duty on the renegotiation part of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to Dover or the Board of Directors of FAF; Dover to waive or not waive any such condition. Any determination made by Dover 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. (a) The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to Dover’s stockholders as of the Record Date; (b) The Xxxxxxx Common Stock to be delivered to the Dover stockholders in the Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (e) receipt by FAF of Dover shall have obtained a private letter ruling from the IRS Internal Revenue Service in form and substance satisfactory to Dover (in its sole discretion) to the effect thateffect, among other things, that the Distribution will Distribution, together with certain related transactions, shall qualify as a tax-free distribution for Federal U.S. federal income tax purposes under Section Sections 368(a)(1)(D) and 355 of the Code, or at Code and that certain transactions involving the option transfer to members of the FAF BoardXxxxxxx 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; (d) Dover shall have obtained an opinion of special from outside tax counsel to FAFcounsel, in form and substance satisfactory to the FAF BoardDover (in its sole discretion), substantially to the effect thatthat the Distribution, among other thingsand certain related transactions, the Distribution will constitute such shall qualify as a tax-free distribution under Section transaction that is described in Sections 368(a)(1)(D) and 355 of the Code; ; (e) All permits, registrations and consents required under the securities or blue sky Laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been obtained and be in full force and effect; (f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the Form 10 having become effective consummation of the Distribution or any of the transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be in effect, and no stop order being in effect; other event outside the control of Dover shall have occurred or failed to occur that prevents the consummation of the Distribution or any of the related transactions; (g) there 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; (h) Each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (j) The 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 (k) No events or developments shall have occurred or exist that, in the judgment of the Board of Directors of Dover, in its sole and absolute discretion, make it inadvisable to effect the Distribution or the other transactions contemplated hereby, or would result in the Distribution or the other transactions contemplated hereby not being in effect any statute, rule, regulation the best interest of Dover or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Datestockholders.

Conditions to Distribution. The FAF Board shall in its discretion establish Subject to Section 3.2, the Record Date and following are conditions to the Distribution Date and all appropriate procedures in connection with consummation of the Distribution. The Distribution conditions are for the sole benefit of Parent and shall be subject not give rise to satisfaction or create any duty on the part of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to Parent or the Board of Directors of FAF; Parent to waive or not waive any such condition: (a) The Form 10 shall have been filed with the Commission for the purpose of registering the Subsidiary Common Stock under the Exchange Act, with no stop order in effect with respect thereto. (b) An information statement satisfying the requirements of Commission shall have been filed with the Commission and mailed to all holders of Parent Common Stock and Parent Common Stock Equivalents. (c) All Government Approvals and other Consents necessary to consummate the establishment Distribution shall have been obtained and be in full force and effect, except for any such Government Approvals or Consents the failure of separate credit facilities which to obtain would not have material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary. (d) No order, injunction or decree issued by any court or agency of competent jurisdiction preventing the consummation of the Distribution shall be in effect and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution. (e) The Board of Directors of Parent shall have authorized and approved the Distribution and not withdrawn such authorization and approval. (f) The Board of Directors of Parent shall not have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law, as amended. (g) All holders of Parent Preferred Stock shall have signed waivers and releases of any claims they might have or be said to have, against Subsidiary, its officers, directors, or agents, and any rights they may have or be said to have in any Subsidiary Assets, arising out of or in connection with any obligations of Parent or Subsidiary owing to such holders, including but not limited to any accrued but unpaid dividends, or future dividends, owed by Parent to such holders, or any rights or security interest in any Subsidiary Assets; provided, however, such waivers and releases shall not be required to include the release of Parent for payment of any accrued but unpaid dividends in connection with such holders’ ownership of Parent Preferred Stock. (h) Parent and Subsidiary shall have secured waivers and releases of all claims from the Company current Subsidiary employees with respect the Settled Liabilities. (i) Parent and FAF on terms satisfactory Subsidiary shall have entered into an exchange agreement with Sovereign Partners, LP, pursuant to which, effective prior to the Record Date, Sovereign Partners will exchange all shares of Subsidiary Preferred Stock which it currently owns, for shares of Parent Common Stock. (j) Parent and Subsidiary shall have secured a waiver and release of claims from Southridge [formal name] (“Southridge”), pursuant to which Southridge terminates and releases any security interest it may have in the technology of Subsidiary arising from the issuance by Parent to Southridge of [Series O Preferred Stock] of Parent. (k) Parent shall have filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which Parent will be duly authorized to distribute a sufficient number of shares of Subsidiary Common Stock necessary to effect the Distribution pursuant to section 3.2 herein, and pursuant to which the name of the Subsidiary will be changed to “SpeechFX, Inc.” (l) No other events or developments shall have occurred that, in the sole discretion of the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contractsParent, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, would result in the Distribution will qualify as having a tax-free distribution for Federal income tax purposes under Section 355 of the Codematerial adverse effect on Parent, its stockholders or its creditors, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statutethe best interest of Parent, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; its stockholders and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Datecreditors.

Conditions to Distribution. The FAF CFI Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (ai) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (bii) the successful renegotiation of certain FAF CFI credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to and the Board maintenance of Directors of FAFCFI's investment grade debt ratings; (ciii) the establishment of a separate credit facilities facility for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAFCFCD; (div) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreementsother agree ments; (ev) the receipt by FAF of a private letter ruling rulings from the IRS or an opin ion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the CodeInternal Revenue Code of 1986, as amended; (fvi) the receipt of a letter from the staff of the Commission con firming that it will take no action with respect to certain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (gviii) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (hix) approval ap proval for listing of the Company Common Stock on The the Nasdaq Stock National Market; and (x) declaration of the spe cial dividend by the CFI Board. The FAF CFI Board reserves the right in its discretion, other than with respect to those set forth in clauses (ai), (ev), (fvi), (vii) and (gx), to waive the satisfaction of any condition to the DistributionDistri bution; 3 6 provided, however, that the FAF CFI Board may abandonaban don, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date.

Conditions to Distribution. The FAF Board shall in its discretion establish Subject to Section 3.2, the Record Date and following are conditions to the Distribution Date and all appropriate procedures in connection with consummation of the Distribution. The Distribution conditions are for the sole benefit of Parent and shall be subject not give rise to satisfaction or create any duty on the part of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to Parent or the Board of Directors of FAF; Parent to waive or not waive any such condition: (a) The Form 10 shall have been filed with the Commission for the purpose of registering the Subsidiary Common Stock under the Exchange Act, with no stop order in effect with respect thereto. (b) An information statement satisfying the requirements of Commission shall have been filed with the Commission and mailed to all holders of Parent Common Stock and Parent Common Stock Equivalents. (c) All Government Approvals and other Consents necessary to consummate the establishment Distribution shall have been obtained and be in full force and effect, except for any such Government Approvals or Consents the failure of separate credit facilities which to obtain would not have material adverse effect on the business, operations or condition (financial or otherwise) of either Parent or Subsidiary. (d) No order, injunction or decree issued by any court or agency of competent jurisdiction preventing the consummation of the Distribution shall be in effect and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution. (e) The Board of Directors of Parent shall have authorized and approved the Distribution and not withdrawn such authorization and approval. (f) The Board of Directors of Parent shall not have reasonably determined in good faith that the Distribution would not be permitted under the Delaware General Corporation Law, as amended. (g) Parent and Subsidiary shall have secured waivers and releases of all claims from the current Subsidiary employees with respect the Settled Liabilities. (h) Parent and Subsidiary shall have entered into an exchange agreement with Sovereign Partners, LP, pursuant to which, effective prior to the Record Date, Sovereign Partners will exchange all shares of Subsidiary Preferred Stock which it currently owns, for shares of Parent Common Stock. (i) Parent and Subsidiary shall have secured a waiver and release of claims from Southridge Capital Partners (“Southridge”), pursuant to which Southridge terminates and releases any security interest it may have in the Company and FAF on terms satisfactory technology of Subsidiary arising from the issuance by Parent to Southridge of Preferred Stock of Parent. (j) No other events or developments shall have occurred that, in the sole discretion of the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contractsParent, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, would result in the Distribution will qualify as having a tax-free distribution for Federal income tax purposes under Section 355 of the Codematerial adverse effect on Parent, its stockholders or its creditors, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statutethe best interest of Parent, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; its stockholders and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Datecreditors.