Common use of Conditions to Donnelley Financial Distribution Clause in Contracts

Conditions to Donnelley Financial Distribution. The Donnelley Financial Distribution is subject to the satisfaction of the following conditions or the RRD Board’s waiver of the following conditions: (a) the RRD Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Donnelley Financial and (iii) the Donnelley Financial Distribution, and will not have withdrawn that authorization and approval; (b) with respect to the Donnelley Financial Distribution, the RRD Board will have declared the Distribution of at least eighty percent (80%) of the outstanding shares of Donnelley Financial’s Common Stock to holders of RRD’s Common Stock; (c) the SEC will have declared Donnelley Financial’s Registration Statement on Form 10, effective under the Exchange Act, no stop order suspending the effectiveness of the Donnelley Financial Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (d) each of the Canadian Securities Regulators will have issued (including having been deemed to have issued) a final receipt in connection with the filing of a prospectus prepared in accordance with applicable Canadian securities laws as required to qualify the distribution of Donnelley Financial Common Stock to RRD’s Canadian stockholders, and no order, ruling or determination having the effect of prohibiting, ceasing or suspending the distribution or trading of the Donnelley Financial Common Stock will have been issued by any Canadian Securities Regulators and no proceedings for that purpose will have been instituted or threatened by any Canadian Securities Regulators; (e) the Donnelley Financial common stock to be delivered in the Donnelley Financial Distribution shall have been approved for listing on [NASDAQ][NYSE], subject to official notice of distribution; (f) the Plan of Reorganization with respect to Donnelley Financial and any members of the Donnelley Financial Group will have been completed; (g) RRD shall have received (i) a private letter ruling from the Internal Revenue Service satisfactory to the RRD Board regarding certain US federal income Tax matters relating to the Donnelley Financial Distribution and related transactions and (ii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the RRD Board, regarding the US federal income Tax treatment of the Donnelley Financial Distribution and certain related transactions; (h) no order, injunction or decree that would prevent the consummation of the Donnelley Financial Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Donnelley Financial Distribution will be in effect, and no other event outside the control of RRD will have occurred or failed to occur that prevents the consummation of the Donnelley Financial Distribution; (i) the Donnelley Financial Financing Arrangement transactions described in the Donnelley Financial Information Statement as occurring in connection with the Donnelley Financial Distribution shall have been consummated in all material respects in the manner described therein on or prior to the Donnelley Financial Distribution; (j) no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the RRD Board, would result in the Donnelley Financial Distribution having a material adverse effect on RRD or its stockholders; (k) RRD, Donnelley Financial and, if a party to the applicable agreement with Donnelley Financial, LSC, will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Intellectual Property Agreements, the applicable Transition Services Agreements, all other Ancillary Agreements related to the LSC Distribution and the Commercial Arrangements listed on Schedule 4.6; and (l) the actions set forth in Section 3.1(b), Section 3.2(b), Section 3.2(d) and Section 3.3(b) shall have been completed.

Conditions to Donnelley Financial Distribution. The Donnelley Financial Distribution is subject to the satisfaction of the following conditions or the RRD Board’s waiver of the following conditions: (a) the RRD Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Donnelley Financial and (iii) the Donnelley Financial Distribution, and will not have withdrawn that authorization and approval; (b) with respect to the Donnelley Financial Distribution, the RRD Board will have declared the Distribution of at least eighty percent (80%) of the outstanding shares of Donnelley Financial’s Common Stock to holders of RRD’s Common Stock; (c) the SEC will have declared Donnelley Financial’s Registration Statement on Form 10, effective under the Exchange Act, no stop order suspending the effectiveness of the Donnelley Financial Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (d) each of the Canadian Securities Regulators will have issued (including having been deemed to have issued) a final receipt in connection with the filing of a prospectus prepared in accordance with applicable Canadian securities laws as required to qualify the distribution of Donnelley Financial Common Stock to RRD’s Canadian stockholders, and no order, ruling or determination having the effect of prohibiting, ceasing or suspending the distribution or trading of the Donnelley Financial Common Stock will have been issued by any Canadian Securities Regulators and no proceedings for that purpose will have been instituted or threatened by any Canadian Securities Regulators; (e) the Donnelley Financial common stock to be delivered in the Donnelley Financial Distribution shall have been approved for listing on [NASDAQ][NYSE]NYSE, subject to official notice of distribution; (f) the Plan of Reorganization with respect to Donnelley Financial and any members of the Donnelley Financial Group will have been completed; (g) RRD shall have received (i) a private letter ruling from the Internal Revenue Service satisfactory to the RRD Board regarding certain US federal income Tax matters relating to the Donnelley Financial Distribution and related transactions and (ii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the RRD Board, regarding the US federal income Tax treatment of the Donnelley Financial Distribution and certain related transactions; (h) no order, injunction or decree that would prevent the consummation of the Donnelley Financial Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Donnelley Financial Distribution will be in effect, and no other event outside the control of RRD will have occurred or failed to occur that prevents the consummation of the Donnelley Financial Distribution; (i) the Donnelley Financial Financing Arrangement transactions described in the Donnelley Financial Information Statement as occurring in connection with the Donnelley Financial Distribution shall have been consummated in all material respects in the manner described therein on or prior to the Donnelley Financial Distribution; (j) no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the RRD Board, would result in the Donnelley Financial Distribution having a material adverse effect on RRD or its stockholders; (kx) RRDXXX, Donnelley Xxxxxxxxx Financial and, if a party to the applicable agreement with Donnelley Financial, LSC, will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Intellectual Property Agreements, the applicable Transition Services Agreements, all other Ancillary Agreements related to the LSC Distribution and the Commercial Arrangements listed on Schedule 4.6; and (l) the actions set forth in Section 3.1(b), Section 3.2(b), Section 3.2(d) and Section 3.3(b) shall have been completed.

Conditions to Donnelley Financial Distribution. The Donnelley Financial Distribution is subject to the satisfaction of the following conditions or the RRD Board’s waiver of the following conditions: (a) the RRD Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Donnelley Financial and (iii) the Donnelley Financial Distribution, and will not have withdrawn that authorization and approval; (b) with respect to the Donnelley Financial Distribution, the RRD Board will have declared the Distribution of at least eighty percent (80%) of the outstanding shares of Donnelley Financial’s Financial Common Stock to holders of RRD’s RRD Common Stock; (c) the SEC will have declared Donnelley Financial’s Registration Statement on Form 10, effective under the Exchange Act, no stop order suspending the effectiveness of the Donnelley Financial Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (d) each of the Canadian Securities Regulators will have issued (including having been deemed to have issued) a final receipt in connection with the filing of a prospectus prepared in accordance with applicable Canadian securities laws as required to qualify the distribution of Donnelley Financial Common Stock to RRD’s Canadian stockholders, and no order, ruling or determination having the effect of prohibiting, ceasing or suspending the distribution or trading of the Donnelley Financial Common Stock will have been issued by any Canadian Securities Regulators and no proceedings for that purpose will have been instituted or threatened by any Canadian Securities Regulators; (e) the Donnelley Financial common stock to be delivered in the Donnelley Financial Distribution shall have been approved for listing on [NASDAQ][NYSE]NYSE, subject to official notice of distribution; (f) the Plan of Reorganization with respect to Donnelley Financial and any members of the Donnelley Financial Group will have been completed; (g) RRD shall have received (i) a private letter ruling from the Internal Revenue Service satisfactory to the RRD Board regarding certain US federal income Tax matters relating to the Donnelley Financial Distribution and related transactions and (ii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the RRD Board, regarding the US federal income Tax treatment of the Donnelley Financial Distribution and certain related transactions; (h) no order, injunction or decree that would prevent the consummation of the Donnelley Financial Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Donnelley Financial Distribution will be in effect, and no other event outside the control of RRD will have occurred or failed to occur that prevents the consummation of the Donnelley Financial Distribution; (i) the Donnelley Financial Financing Arrangement transactions described in the Donnelley Financial Information Statement as occurring in connection with the Donnelley Financial Distribution shall have been consummated in all material respects in the manner described therein on or prior to the Donnelley Financial Distribution; (j) no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the RRD Board, would result in the Donnelley Financial Distribution having a material adverse effect on RRD or its stockholders; (k) RRD, Donnelley Financial and, if a party to the applicable agreement with Donnelley Financial, LSC, will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Intellectual Property Agreements, the applicable Transition Services Agreements, all other Ancillary Agreements related to the LSC Distribution and the Commercial Arrangements listed on Schedule 4.6; and (l) the actions set forth in Section 3.1(b), Section 3.2(b), Section 3.2(d) and Section 3.3(b) shall have been completed.

Conditions to Donnelley Financial Distribution. The Donnelley Financial Distribution is subject to the satisfaction of the following conditions or the RRD Board’s waiver of the following conditions: (a) the RRD Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Donnelley Financial and (iii) the Donnelley Financial Distribution, and will not have withdrawn that authorization and approval; (b) with respect to the Donnelley Financial Distribution, the RRD Board will have declared the Distribution of at least eighty percent (80%) 80.75% of the outstanding shares of Donnelley Financial’s Financial Common Stock to holders of RRD’s RRD Common Stock; (c) the SEC will have declared Donnelley Financial’s Registration Statement on Form 10, effective under the Exchange Act, no stop order suspending the effectiveness of the Donnelley Financial Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (d) each of the Canadian Securities Regulators will have issued (including having been deemed to have issued) a final receipt in connection with the filing of a prospectus prepared in accordance with applicable Canadian securities laws as required to qualify the distribution of Donnelley Financial Common Stock to RRD’s Canadian stockholders, and no order, ruling or determination having the effect of prohibiting, ceasing or suspending the distribution or trading of the Donnelley Financial Common Stock will have been issued by any Canadian Securities Regulators and no proceedings for that purpose will have been instituted or threatened by any Canadian Securities Regulators; (e) the Donnelley Financial common stock to be delivered in the Donnelley Financial Distribution shall have been approved for listing on [NASDAQ][NYSE]NYSE, subject to official notice of distribution; (f) the Plan of Reorganization with respect to Donnelley Financial and any members of the Donnelley Financial Group will have been completed; (g) RRD shall have received (i) a private letter ruling from the Internal Revenue Service satisfactory to the RRD Board regarding certain US federal income Tax matters relating to the Donnelley Financial Distribution and related transactions and (ii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the RRD Board, regarding the US federal income Tax treatment of the Donnelley Financial Distribution and certain related transactions; (h) no order, injunction or decree that would prevent the consummation of the Donnelley Financial Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Donnelley Financial Distribution will be in effect, and no other event outside the control of RRD will have occurred or failed to occur that prevents the consummation of the Donnelley Financial Distribution; (i) the Donnelley Financial Financing Arrangement transactions described in the Donnelley Financial Information Statement as occurring in connection with the Donnelley Financial Distribution shall have been consummated in all material respects in the manner described therein on or prior to the Donnelley Financial Distribution; (j) no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the RRD Board, would result in the Donnelley Financial Distribution having a material adverse effect on RRD or its stockholders; (k) RRD, Donnelley Financial and, if a party to the applicable agreement with Donnelley Financial, LSC, will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Intellectual Property Agreements, the applicable Transition Services Agreements, Agreements and all other Ancillary Agreements related to the LSC Distribution and the Commercial Arrangements listed on Schedule 4.6Distribution; and (l) the actions set forth in Section 3.1(b), Section 3.2(b), Section 3.2(d) and Section 3.3(b) shall have been completed.

Conditions to Donnelley Financial Distribution. The Donnelley Financial Distribution is subject to the satisfaction of the following conditions or the RRD Board’s waiver of the following conditions: (a) the RRD Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Donnelley Financial and (iii) the Donnelley Financial Distribution, and will not have withdrawn that authorization and approval; (b) with respect to the Donnelley Financial Distribution, the RRD Board will have declared the Distribution of at least eighty percent (80%) 80.75% of the outstanding shares of Donnelley Financial’s Financial Common Stock to holders of RRD’s RRD Common Stock; (c) the SEC will have declared Donnelley Financial’s Registration Statement on Form 10, effective under the Exchange Act, no stop order suspending the effectiveness of the Donnelley Financial Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (d) each of the Canadian Securities Regulators will have issued (including having been deemed to have issued) a final receipt in connection with the filing of a prospectus prepared in accordance with applicable Canadian securities laws as required to qualify the distribution of Donnelley Financial Common Stock to RRD’s Canadian stockholders, and no order, ruling or determination having the effect of prohibiting, ceasing or suspending the distribution or trading of the Donnelley Financial Common Stock will have been issued by any Canadian Securities Regulators and no proceedings for that purpose will have been instituted or threatened by any Canadian Securities Regulators; (e) the Donnelley Financial common stock to be delivered in the Donnelley Financial Distribution shall have been approved for listing on [NASDAQ][NYSE]NYSE, subject to official notice of distribution; (f) the Plan of Reorganization with respect to Donnelley Financial and any members of the Donnelley Financial Group will have been completed; (g) RRD shall have received (i) a private letter ruling from the Internal Revenue Service satisfactory to the RRD Board regarding certain US federal income Tax matters relating to the Donnelley Financial Distribution and related transactions and (ii) an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the RRD Board, regarding the US federal income Tax treatment of the Donnelley Financial Distribution and certain related transactions; (h) no order, injunction or decree that would prevent the consummation of the Donnelley Financial Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Donnelley Financial Distribution will be in effect, and no other event outside the control of RRD will have occurred or failed to occur that prevents the consummation of the Donnelley Financial Distribution; (i) the Donnelley Financial Financing Arrangement transactions described in the Donnelley Financial Information Statement as occurring in connection with the Donnelley Financial Distribution shall have been consummated in all material respects in the manner described therein on or prior to the Donnelley Financial Distribution; (j) no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the RRD Board, would result in the Donnelley Financial Distribution having a material adverse effect on RRD or its stockholders; (k) RRD, Donnelley Financial and, if a party to the applicable agreement with Donnelley Financial, LSC, will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Intellectual Property Agreements, the applicable Transition Services Agreements, all other Ancillary Agreements related to the LSC Distribution and the Commercial Arrangements listed on Schedule 4.6; and (l) the actions set forth in Section 3.1(b), Section 3.2(b), Section 3.2(d) and Section 3.3(b) shall have been completed.