Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. Parent shall be obligated to consummate the Distribution no later than December 31, 1999, subject to the satisfaction, or waiver by the Parent's Board in its sole discretion, of the conditions set forth below. (a) the Letter Ruling 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 the Distribution by Parent of Company Common Stock to stockholders of Parent will not result in recognition of any income, gain or loss for federal income tax purposes to Parent or Parent's stockholders, and such ruling shall be in form and substance satisfactory to Parent, in its sole discretion, including but not limited to the effect that the general acquisition growth strategies of Parent and the Company would not cause the Distribution to be taxable to Parent or its stockholder and that such growth strategies would not be impeded by completing the Distribution; (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 Parent shall have occurred or failed to occur that prevents the consummation of the Distribution; and (d) no other events or developments shall have occurred subsequent to the Offerings Closing Date that, in the judgment of the Parent's Board, would result in the Distribution having a material adverse effect on Parent or on the stockholders of Parent. The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent's Board of Directors to waive or not waive any such condition.

Conditions to Distribution. Parent The Odetics Board currently intends to effect the Distribution by December 31, 1997. Subject to any restrictions contained in the Underwriting Agreement, the Odetics 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 December 31, 1997. Odetics shall be obligated to consummate the Distribution no later than December 31, 19991997, subject to the satisfaction, or waiver by the Parent's Odetics 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 December 31, 1997, Odetics shall consummate the Distribution as promptly as practicable following the satisfaction or waiver of all such conditions. (a) a private letter ruling from the Letter Ruling 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-tax free distribution for federal income tax purposes under Section 355 of the Code and the Distribution by Parent of Company Common Stock to stockholders of Parent will not result in the recognition of any income, gain to Odetics or loss for federal income tax purposes to Parent or Parent's Odetics' stockholders, and such ruling shall be in form and substance satisfactory to Parent, Odetics in its sole discretion, including but not limited to the effect that the general acquisition growth strategies of Parent and the Company would not cause the Distribution to be taxable to Parent or its stockholder and that such growth strategies would not be impeded by completing the Distribution; (b) any material Governmental Approvals governmental approvals and Consents 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, effect and no other event outside the control of Parent Odetics shall have occurred or failed to occur that prevents the consummation of the Distribution; and (d) no other events or developments shall have occurred subsequent to the Offerings Closing Date date hereof that, in the judgment of the Parent's BoardBoard of Directors of Odetics, would result in the Distribution having a material adverse effect on Parent Odetics or on the stockholders of ParentOdetics. The foregoing conditions are for the sole benefit of Parent Odetics and shall not give rise to or create any duty on the part of Parent Odetics or the Parent's Odetics Board of Directors to waive or not waive any such condition.

Conditions to Distribution. Parent The Odetics Board currently intends to effect the Distribution by December 31, 1997. Subject to any restrictions contained in the Underwriting Agreement, the Odetics 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 December 31, 1997. Odetics shall be obligated to consummate the Distribution no later than December 31, 19991997, subject to the satisfaction, or waiver by the Parent's Odetics 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 December 31, 1997, Odetics shall consummate the Distribution as promptly as practicable following the satisfaction or waiver of all such conditions. (a) a private letter ruling from the Letter Ruling 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-tax free distribution for federal income tax purposes under Section 355 of the Code and the Distribution by Parent of Company Common Stock to stockholders of Parent will not result in the recognition of any income, gain to Odetics or loss for federal income tax purposes to Parent or Parent's stockholdersOdetics' shareholders, and such ruling shall be in form and substance satisfactory to Parent, Odetics in its sole discretion, including but not limited to the effect that the general acquisition growth strategies of Parent and the Company would not cause the Distribution to be taxable to Parent or its stockholder and that such growth strategies would not be impeded by completing the Distribution; (b) any material Governmental Approvals governmental approvals and Consents 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, effect and no other event outside the control of Parent Odetics shall have occurred or failed to occur that prevents the consummation of the Distribution; and (d) no other events or developments shall have occurred subsequent to the Offerings Closing Date date hereof that, in the judgment of the Parent's BoardBoard of Directors of Odetics, would result in the Distribution having a material adverse effect on Parent Odetics or on the stockholders shareholders of Parent. The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent's Board of Directors to waive or not waive any such conditionOdetics.

Conditions to Distribution. Parent In the event that the Collagen Board of Directors decides to proceed with the Distribution, the parties hereto shall be obligated use their reasonable best efforts to satisfy the following conditions to the consummation of the Distribution. The obligations of the parties to consummate the Distribution no later than December 31, 1999, subject to shall be conditioned on the satisfaction, or waiver by the Parent's Board in its sole discretion, Collagen of the conditions set forth below.following conditions: (a) A private letter ruling from the Letter Ruling 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 the Distribution transfer to Technologies of the Technologies Assets and the assumption by Parent Technologies of Company Common Stock to stockholders of Parent the Technologies Liabilities in connection with the Separation will not result in the recognition of any income, gain or loss to any member of the Collagen Group, any member of the Technologies Group or their respective stockholders for federal income tax purposes to Parent or Parent's stockholderspurposes, and such ruling shall be in form and substance satisfactory to Parent, Collagen in its sole discretion, including but not limited to the effect that the general acquisition growth strategies of Parent and the Company would not cause the Distribution to be taxable to Parent or its stockholder and that such growth strategies would not be impeded by completing the Distribution;. (b) any Any material Consents and Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect;. (c) no 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 pending or in effect, effect and no other event outside the control of Parent Collagen shall have occurred or failed to occur that prevents the consummation of the Distribution; and. (d) no No other events or developments shall have occurred subsequent to the Offerings Closing Date that, in the judgment of the Parent's BoardBoard of Directors of Collagen, would result in the Distribution having a material adverse effect on Parent Collagen, on any member of the Collagen Group or on the stockholders of ParentCollagen. (e) A no-action letter from the Commission shall have been obtained to the effect that, after giving effect to the Separation and the Distribution, Technologies is not an "investment company" under the Investment Company Act of 1940, as amended. (f) To the extent required, a no-action letter from the Commission shall have been obtained to the effect that the Distribution is exempt from registration under the Securities Act. (g) The stockholders of Collagen shall have approved the Distribution. The foregoing conditions are for the sole benefit of Parent Collagen and shall not give rise to or create any duty on the part of Parent Collagen or the Parent's Collagen Board of Directors to waive or not waive any such condition.