Common use of Conditions to Distributions Clause in Contracts

Conditions to Distributions. Subject to Section 4.4, the following are conditions to the consummation of each Distribution. The conditions are for the sole benefit of Tyco and shall not give rise to or create any duty on the part of Tyco or the Board of Directors of Tyco to waive or not waive any such condition. (a) The applicable Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the applicable Information Statement shall have been mailed to the holders of Tyco Common Stock; (b) With respect to the (i) Healthcare Distribution, the Healthcare Common Stock to be delivered in the Healthcare Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution and (ii) Electronics Distribution, the Electronics Common Stock to be delivered in the Electronics Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) Prior to the Healthcare Distribution and the Electronics Distribution, respectively, Tyco shall have obtained an opinion from XxXxxxxxx Will & Xxxxx LLP, its tax counsel, in form and substance satisfactory to Tyco (in its sole discretion), substantially to the effect that, among other things, each Distribution, together with certain related transactions, should qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code; (d) Prior to each Distribution Date, as applicable, Tyco shall have obtained a solvency opinion from Duff & Xxxxxx LLC, in form and substance satisfactory to Tyco to the effect that (i) following the applicable Distribution, Tyco, on the one hand, and Healthcare or Electronics, as applicable, on the other hand, will be solvent and adequately capitalized and (ii) Tyco’s assets exceed its liabilities as determined pursuant to Section 54 of the Bermuda Companies Act of 1981 in an amount sufficient to allow the declaration of the applicable dividend, as applicable; (e) Any material Governmental Approvals and other Consents necessary to consummate the applicable 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 applicable Distribution shall be in effect, and no other event outside the control of Tyco shall have occurred or failed to occur that prevents the consummation of all or any portion of the applicable Distribution; (g) The financing transactions described in the applicable Information Statements as having occurred prior to an applicable Distribution shall have been consummated on or prior to the applicable Distribution; and (h) The Board of Directors of Tyco shall have approved the applicable Distribution, which approval may be given or withheld at its absolute and sole discretion.

Conditions to Distributions. (a) Subject to Section 4.44.3, the obligation of DowDuPont to consummate the MatCo Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DowDuPont, in its sole and absolute discretion, of the following are conditions conditions. None of MatCo or any other member of the MatCo Group or any third party shall have any right or claim to require the consummation of each the MatCo Distribution, which shall be effected at the sole discretion of the Board. Any determination made by DowDuPont prior to the MatCo Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4(a) shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Tyco DowDuPont and shall not give rise to or create any duty on the part of Tyco DowDuPont or the Board of Directors of Tyco 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: (ai) The applicable Form 10 the Commission shall have been declared effective the Materials Science Form 10, of which the MatCo Information Statement forms a part, and no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, with no stop order in effect with respect thereto, and the applicable MatCo Information Statement (or the Notice of Internet Availability of the MatCo Information Statement) shall have been mailed distributed to the holders of Tyco DowDuPont Common Stock; (bii) With respect to the (i) Healthcare Distribution, the Healthcare MatCo Common Stock to be delivered in the Healthcare Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution and (ii) Electronics Distribution, the Electronics Common Stock to be delivered in the Electronics MatCo Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (ciii) Prior to the Healthcare Distribution and the Electronics Distribution, respectively, Tyco DowDuPont shall have obtained received an opinion from XxXxxxxxx Will of Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, its tax counsel, in form and substance satisfactory to Tyco DowDuPont (in its sole discretion), substantially to the effect that, among other things, each the MatCo Distribution, together with certain related transactionsthe MatCo Spin Contribution, should will qualify as a reorganization tax-free transaction under Sections Section 355 and Section 368(a)(1)(D) of the Code; (div) Prior to each Distribution Date, as applicable, Tyco MatCo shall have obtained a solvency received an opinion from Duff of Weil, Gotshal & Xxxxxx LLCLLP and Ernst & Young LLP, in form and substance satisfactory to Tyco MatCo (in its sole discretion), substantially to the effect that, among other things, the MatCo Distribution, together with the MatCo Spin Contribution, will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code; (v) the Internal Revenue Service shall not have revoked its U.S. federal income tax ruling issued to DowDuPont in connection with the MatCo Spin Contribution and the MatCo Distribution, and the AgCo Spin Contribution and the AgCo Distribution, dated as of February 14, 2017 (including any amendment or supplement to such ruling); (vi) DowDuPont shall have received an opinion from the independent appraisal firm set forth on Schedule 4.4(a)(vi) or another independent appraisal firm as determined by the Board, in form and substance satisfactory to DowDuPont confirming that (i) following the applicable MatCo Distribution, TycoDowDuPont, on the one hand, and Healthcare or Electronics, as applicable, MatCo on the other hand, will be solvent and adequately capitalized and (ii) Tyco’s assets exceed its liabilities as determined pursuant DowDuPont has adequate surplus under Delaware Law to Section 54 of declare the Bermuda Companies Act of 1981 in an amount sufficient to allow the declaration of the applicable dividend, as applicableMatCo Distribution; (evii) Any material Governmental Approvals and other Consents necessary to consummate the applicable Distribution or any portion thereof shall have been obtained and be in full force and effect; (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 applicable MatCo Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Tyco DowDuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the applicable MatCo Distribution; (gviii) The financing transactions described in the applicable Information Statements as having occurred prior to an applicable Distribution Internal Reorganization shall have been consummated on or effectuated prior to the applicable Distribution; andMatCo Distribution (other than certain elements thereof solely related to members of the AgCo Group and SpecCo Group that were members of Historical DuPont); (hix) The the Board of Directors of Tyco shall have declared the MatCo Distribution and approved the applicable Distributionall related transactions, which approval may be given or withheld at its absolute and sole discretion (and such declaration or approval shall not have been withdrawn); (x) DowDuPont shall have elected the board of directors of MatCo, as described in the Materials Science Form 10, immediately prior to the MatCo Distribution; (xi) the directors of DowDuPont set forth on Schedule 4.4(a)(xi) shall have resigned from the Board effective upon the MatCo Distribution; (xii) (x) MatCo 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, (y) AgCo 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 (z) DowDuPont 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 (xiii) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the MatCo Distribution or would result in the MatCo Distribution and related transactions not being in the best interest of DowDuPont or its stockholders. (b) Subject to Section 4.3, the obligation of DowDuPont to consummate the AgCo Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DowDuPont, in its sole and absolute discretion, of the following conditions. None of AgCo or any other member of the AgCo Group with respect to the AgCo Distribution or any third party shall have any right or claim to require the consummation of the AgCo Distribution, which shall be effected at the sole discretion of the Board. Any determination made by DowDuPont prior to the AgCo Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.4(b) shall be conclusive and binding on the Parties. The conditions are for the sole benefit of DowDuPont and shall not give rise to or create any duty on the part of DowDuPont 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 Commission shall have declared effective the Agriculture Form 10, of which the AgCo Information Statement forms a part, and no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the AgCo Information Statement (or the Notice of Internet Availability of the AgCo Information Statement) shall have been distributed to holders of DowDuPont Common Stock; (ii) the AgCo Common Stock to be delivered in the AgCo Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (iii) DowDuPont shall have received an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance satisfactory to DowDuPont (in its sole discretion), substantially to the effect that, among other things, the AgCo Distribution, together with the AgCo Spin Contribution, will qualify as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code; (iv) the Internal Revenue Service shall not have revoked its U.S. federal income tax ruling issued to DowDuPont in connection with the MatCo Spin Contribution and the MatCo Distribution, and the AgCo Spin Contribution and the AgCo Distribution, dated as of February 14, 2017 (including any amendment or supplement to such ruling); (v) DowDuPont shall have received an opinion from the independent appraisal firm set forth on Schedule 4.4(b)(v) or another independent appraisal firm as determined by the Board, in form and substance satisfactory to DowDuPont confirming that (i) following the AgCo Distribution, DowDuPont, on the one hand, and AgCo, on the other hand, will be solvent and adequately capitalized and (ii) DowDuPont has adequate surplus under Delaware Law to declare the AgCo Distribution; (vi) 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 AgCo Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of DowDuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the AgCo Distribution; (vii) the Internal Reorganization shall have been effectuated prior to the AgCo Distribution, except for such steps (if any) as DowDuPont in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (viii) the Board shall have declared the AgCo Distribution and approved all related transactions, which approval may be given or withheld at its absolute and sole discretion (and such declaration or approval shall not have been withdrawn); (ix) DowDuPont shall have elected the board of directors of AgCo, as described in the Agriculture Form 10, immediately prior to the AgCo Distribution; (x) the directors of DowDuPont set forth on Schedule 4.4(b)(x) shall have resigned from the Board effective upon the AgCo Distribution; (xi) (x) MatCo 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, (y) AgCo 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 (z) DowDuPont 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 (xii) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Board, make it inadvisable to effect the AgCo Distribution or would result in the AgCo Distribution and related transactions not being in the best interest of DowDuPont or its stockholders.

Conditions to Distributions. Subject to Section 4.4, the following are conditions to the consummation of each Distribution. The conditions are for the sole benefit of Tyco Cendant and shall not give rise to or create any duty on the part of Tyco Cendant or the Board of Directors of Tyco Cendant to waive or not waive any such condition. (a) The applicable Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto, and the applicable Information Statement shall have been mailed to the holders of Tyco Cendant Common Stock; (b) With respect to the (i) Healthcare Realogy Distribution, the Healthcare Realogy Common Stock to be delivered in the Healthcare Realogy Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution, (ii) Wyndham Distribution, the Wyndham Common Stock to be delivered in the Wyndham Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution and (iiiii) Electronics Travelport Distribution, the Electronics Travelport Common Stock to be delivered in the Electronics Travelport Distribution shall have been approved for listing on the NYSE, subject to official notice of distribution; (c) Prior to the Healthcare Realogy Distribution and the Electronics Wyndham Distribution, respectively, Tyco Cendant shall have obtained an opinion from XxXxxxxxx Will Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, its tax counsel, in form and substance satisfactory to Tyco Cendant (in its sole discretion), substantially to the effect that, among other things, each such Distribution, together with certain related transactions, should qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code; (d) Prior to the Travelport Distribution, Cendant shall have obtained an opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, its tax counsel, in form and substance satisfactory to Cendant (in its sole discretion), substantially to the effect that, among other things, the Travelport Distribution should qualify as a distribution within the meaning of Sections 355(a) and (c) of the Code; (e) Prior to each Distribution Date, as applicable, Tyco Cendant shall have obtained a solvency opinion from Duff & Xxxxxx Xxxxxx, LLC, in form and substance satisfactory to Tyco Cendant to the effect that (i) following the applicable Distribution, TycoCendant, on the one hand, and Healthcare Realogy, Wyndham or ElectronicsTravelport, as applicable, on the other hand, will be solvent and adequately capitalized and (ii) Tyco’s assets exceed its liabilities as determined pursuant Cendant has adequate surplus under Delaware Law to Section 54 of the Bermuda Companies Act of 1981 in an amount sufficient to allow the declaration of declare the applicable dividend, as applicable; (ef) Cendant shall have obtained an opinion from Evercore Group L.L.C., in form and substance satisfactory to Cendant, to the effect that the applicable Distribution is fair, from a financial point of view, to the stockholders of Cendant; (g) Any material Governmental Approvals and other Consents necessary to consummate the applicable Distribution or any portion thereof shall have been obtained and be in full force and effect; (fh) 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 applicable Distribution shall be in effect, and no other event outside the control of Tyco Cendant shall have occurred or failed to occur that prevents the consummation of all or any portion of the applicable Distribution; (gi) The financing transactions described in the applicable Information Statements as having occurred prior to an applicable Distribution shall have been consummated on or prior to the applicable Distribution; (j) With respect to the Realogy Distribution, certain securitization programs related to Realogy’s relocation business shall have been amended or waivers thereunder shall have been obtained to permit the Realogy Distribution; (k) With respect to the Wyndham Distribution, certain securitization programs related to Wyndham’s Business shall have been amended or waivers thereunder shall have been obtained to permit the Wyndham Distribution; and (hl) The Board of Directors of Tyco Cendant shall have approved the applicable Distribution, which approval may be given or withheld at its absolute and sole discretion.