Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (f) the SpinCo Common Shares to be delivered in the Distribution shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the 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 Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreements.

Conditions to the Distribution. The obligations of the Parties to consummate the Distribution is subject to will be conditioned on the satisfaction satisfaction, or waiver by the TriMas Board, of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (a) The TriMas Board, in its sole and absolute discretion, shall have authorized and approved the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board Separation and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time;and not withdrawn such authorization and approval. (b) The TriMas Board shall have declared the independent and disinterested members dividend of Horizon Common Stock to the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time;Record Holders. (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions The SEC shall have been received and be in full force and effect; (e) the SEC will have declared the Form 20-F Registration Statement effective under the Exchange Securities Act, no stop order suspending the effectiveness of the Form 20-F will Registration Statement shall be in effect, and no proceedings for that such purpose will shall be pending before or threatened by the SEC;. (d) The Exchange or another national securities exchange approved by the TriMas Board shall have accepted the Horizon Common Stock for listing, subject to official notice of issuance. (e) The Reorganization shall have been completed. (f) TriMas shall have received an opinion from its Tax Advisor, in form and substance satisfactory to TriMas in its sole and absolute discretion, that, subject to the SpinCo Common Shares to be delivered in accuracy of and compliance with certain representations, assumptions and covenants, the Distribution shall have been approved will qualify as tax-free to Horizon, TriMas and TriMas Stockholders (except for listing on NASDAQ;cash received in lieu of fractional shares) for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) and related provisions of the Code. (g) no The TriMas Board shall have received an opinion from Xxxxx Xxxxxx Xxxx, Inc., in form and substance reasonably satisfactory to the TriMas Board, with respect to the capital adequacy and solvency of each of TriMas and Horizon immediately after the Distribution. (h) No order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity Governmental Authority of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, and no other event outside the control of Castor will TriMas shall have occurred or failed to occur that prevents the consummation of the Distribution; and. (hi) Xxxxxx No other events or developments shall have occurred prior to the Distribution that, in the judgment of the TriMas Board, would result in the Distribution having a material adverse effect on TriMas or the TriMas Stockholders. (j) The actions set forth in Section 3.1, Section 3.2(a) and SpinCo Sections 3.4(a), (b) and (c) shall have been completed. The foregoing conditions may be waived only by the TriMas Board in its sole and absolute discretion, are for the sole benefit of TriMas and will have executed and delivered not give rise to or create any duty on the part of the TriMas Board to waive or not waive such conditions or in any way limit the right of termination of this Agreement and set forth in Section 9.3 or alter the consequences of any such termination from those specified in Section 9.3. Any determination made by the TriMas Board prior to the Distribution concerning the satisfaction or waiver of any or all other Ancillary Agreementsof the conditions set forth in this Section 4.1 will be conclusive.

Conditions to the Distribution. The Board of Directors of Bio-Vascular will have the sole discretion to determine, by resolution, the Record Date, the Distribution is subject Date and all appropriate procedures in connection with the Distribution, provided that the Distribution will not occur prior to the satisfaction such time as each of the following conditions have been satisfied or the waiver thereof have been waived by the independent and disinterested members Bio-Vascular's Board of the Castor BoardDirectors, upon the recommendation of the Special Committeein its sole discretion: (a) an opinion from Coopers & Xxxxxxx, LLP will have been obtained, in form and substance satisfactory to Bio-Vascular's Board of Directors, with respect to the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon federal income tax status of the Distribution or modify under Section 355 of the terms thereof or the Relevant TimeCode; (b) the independent any material approvals and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined consents necessary to abandon consummate the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received obtained and will be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (f) the SpinCo Common Shares to be delivered in the Distribution shall have been approved for listing on NASDAQ; (gc) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; (d) the Form 10 will have been declared effective by the Commission; (e) Bio-Vascular will have received a favorable response from the Staff to a request for "no-action" treatment concerning, among other matters, whether the Distribution and related transactions may be effected without registration of the Vital Images Common Stock under the Securities Act; and (hf) Xxxxxx and SpinCo will no other events or developments shall have executed and delivered occurred subsequent to the date of this Agreement and all that, in the judgment of Bio-Vascular's Board of Directors, would result in the Distribution having a material adverse effect on Bio-Vascular or its shareholders; provided further that the satisfaction of such conditions will not create any obligation on the part of Bio-Vascular, Vital Images or any other Ancillary Agreementsperson to effect or to seek to effect the Distribution or in any way limit Bio-Vascular's right to terminate this Agreement.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the Vector Board’s waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeefollowing conditions: (a) the Special CommitteeVector 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 Spinco and (iii) the Distribution, and will not have withdrawn its recommendation that the Transactions be approved by the Castor Board authorization and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) the independent and disinterested members Vector Board will have declared the Distribution of 100% of the Castor Board will not have withdrawn the Castor Board’s authorization outstanding shares of Spinco Common Stock to holders Vector Common Stock (including Vector Common Stock underlying outstanding stock option awards and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Timerestricted stock awards); (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Spinco’s Registration Statement on Form 20-F S-1 effective under the Exchange Securities Act, no stop order suspending the effectiveness of the Form 20-F Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (fd) the SpinCo Spinco Common Shares Stock to be delivered in the Distribution shall have been approved for listing on NASDAQNYSE, subject to official notice of distribution; (e) the Plan of Reorganization will have been completed; (f) Vector shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Vector Board, regarding the U.S. federal income Tax treatment of the Distribution and certain related transactions; (g) no order, injunction or decree that would prevent the consummation of the 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 Distribution will be in effect, and no other event outside the control of Castor Vector will have occurred or failed to occur that prevents the consummation of the Distribution; and; (h) Xxxxxx no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the Vector Board, would result in the Distribution having a material adverse effect on Vector or its stockholders; (i) Vector and SpinCo Spinco will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Employee Matters Agreement, the Transition Services Agreement and all other Ancillary AgreementsAgreements related to the Distribution; and (j) the actions set forth in Section 3.1, Section 3.2, and Section 3.3 shall have been completed.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (a) the Special CommitteeLGP Board, will not or a committee thereof, shall have withdrawn its recommendation that taken all necessary corporate action to establish the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon Record Date in order to effect the Distribution or modify in accordance with the terms thereof or the Relevant TimeLGP Articles and bylaws and applicable law; (b) LGP shall have received the independent opinion of Shearman & Sterling LLP providing to the effect that, subject to the qualifications and disinterested members limitations set forth in such opinion, the Split-off qualifies for shareholder non-recognition treatment under Section 355 of the Castor Board will Code and related provisions with the result that, for U.S. federal income tax purposes, no gain or loss should be recognized by, and no amount should be included in the income of, holders of LiLAC Ordinary Shares upon the receipt of shares of Splitco Common Shares in the Split-off, and such opinion shall not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution been withdrawn, invalidated or modified the terms thereof or the Relevant Timein an adverse manner; (ci) the Pre-effectiveness of the registration statement on Form S-1 with respect to the registration under the Securities Act of the Distribution Transactions will have been completedof the Splitco Common Shares and (ii) the effectiveness of the registration of the Splitco Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended; (d) all material Consents required in connection with the Transactions Splitco Class A Common Shares and Splitco Class C Common Shares shall have been received approved for listing on the NASDAQ Stock Market; and (e) any other material regulatory or contractual approvals that a committee of the Board determines to obtain shall have been so obtained and be in full force and effect; (e) . The foregoing conditions are for the SEC will have declared the Form 20-F effective under the Exchange Actsole benefit of LGP and shall not in any way limit LGP’s right to amend, no stop order suspending the effectiveness modify or terminate this Agreement in accordance with Section 6.1. All of the Form 20foregoing conditions are non-F will waivable, except that the condition set forth in Section 2.2(e) may be in effect, and no proceedings for that purpose will be pending before or threatened waived by the SEC; (f) LGP Board and any determination made by the SpinCo Common Shares LGP Board prior to be delivered in the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (final and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsconclusive.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (a) the Special CommitteeLIC Board, will not or in the case of determining the Record Date, a committee thereof, shall have withdrawn its recommendation that taken all necessary corporate action to establish the Transactions be approved by Record Date and to declare the Castor Board and will not have recommended that the Castor Board abandon dividends in order to effect the Distribution or modify in accordance with the terms thereof or LIC Charter and bylaws and the Relevant TimeDGCL; (b) the independent private letter ruling received by LIC from the IRS (the “Ruling”), providing to the effect that the Spin-Off will qualify as a tax-free transaction under Sections 355 and disinterested members 368(a)(1)(D) of the Castor Board Code, and that for U.S. federal income tax purposes, (i) no gain or loss will be recognized by LIC upon the distribution of Spinco Common Stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Ventures Common Stock upon the receipt of shares of Spinco Common Stock in the Spin-Off, shall not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution been withdrawn, invalidated or modified the terms thereof or the Relevant Timein an adverse manner; (c) LIC shall have received the Preopinion of Xxxxx Xxxxx L.L.P., in form and substance reasonably acceptable to LIC and which opinion will rely upon the continued validity of the Ruling, providing to the effect that the Spin-Distribution Transactions Off will have been completedqualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, and that for U.S. federal income tax purposes, (i) no gain or loss will be recognized by LIC upon the distribution of Spinco Common Stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Ventures Common Stock upon the receipt of shares of Spinco Common Stock in the Spin-Off; (d) all material Consents required in connection the Registration Statement on Form S-1 with respect to the Transactions registration under the Securities Act of Spinco Common Stock (the “Registration Statement”) shall be effective as of the Distribution Date; (e) the Spinco Common Stock shall have been received approved for listing on The NASDAQ Stock Market; (f) Spinco and one or more of its Subsidiaries shall have entered into the Margin Loan Agreements, secured by the TripAdvisor Securities, in an aggregate principal amount of $400 million; and (g) any other regulatory or contractual approvals that a committee of the Board determines to obtain shall have been so obtained and be in full force and effect; (e) . The foregoing conditions are for the SEC will have declared the Form 20-F effective under the Exchange Actsole benefit of LIC and shall not in any way limit LIC’s right to amend, no stop order suspending the effectiveness modify or terminate this Agreement in accordance with Section 6.1. Any of the Form 20-F will be foregoing conditions set forth in effectSection 2.2(b), and no proceedings for that purpose will be pending before or threatened by the SEC; (f) the SpinCo Common Shares to be delivered in the Distribution shall have been approved for listing on NASDAQ; and (g) no order, injunction or decree that would prevent may be waived by the consummation of LIC Board and any determination made by the LIC Board prior to the Distribution will concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be threatened, pending or issued (final and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsconclusive.

Conditions to the Distribution. (a) The consummation of the Distribution is will be subject to the satisfaction satisfaction, or waiver, in whole or in part, by VSI in its sole and absolute discretion, of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (ai) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions The Internal Restructuring will have been completed;consummated in all material respects (subject to Section 2.2). (dii) The New CIS Canada Transfer and the execution of the Transfer and Assignment Agreement will have been consummated in all material Consents required respects (subject to Section 2.2). (iii) All corporate or other action necessary in connection with order to execute, deliver and perform this Agreement and to consummate the Transactions shall transactions contemplated hereby by each Party will have been received and be in full force and effect;obtained. (eiv) VSI will have received an opinion of Xxxxx Day that the Distribution will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code to VSI and the stockholders of VSI. (v) VSI will have received final tax rulings from the Israeli Tax Authority (each such ruling, an “ITA Ruling”) providing that, for Israeli income tax purposes, the Distribution and the Separation, subject to the terms of the applicable ITA Ruling, are generally tax-free to VSI, SpinCo and VSI’s stockholders, and confirming certain matters with respect to the treatment of equity awards under the Parent Equity Plans as referred to in the Employment Matters Agreement. (vi) VSI will have received from the United States Internal Revenue Service (1) a “transactional ruling” within the meaning of Rev. Proc. 2017-52 consistent with qualification of the Separation and Distribution under sections 368(a)(1)(D) and 355 of the Code, and (2) a ruling that SpinCo will be treated as a domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code. (vii) The SEC will have declared effective the Form 20-F effective under the Exchange Act, F; no stop order suspending the effectiveness of the Form 20-F will be in effect, ; and no proceedings for that purpose such purposes will be pending before or threatened by the SEC;. (fviii) Copies of the SpinCo Common Shares Form 20-F will have been mailed to be delivered in the Record Holders. (ix) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws (and any comparable Laws under any foreign jurisdiction) and the rules and regulations thereunder will have been taken or made, and, where applicable, will have become effective or been accepted. (x) Any Governmental Approvals required for the consummation of the Separation and the Distribution shall will have been approved for listing on NASDAQ;obtained. (gxi) no No order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity Governmental Authority of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto will be in effect, and no other event outside . (xii) The SpinCo Shares to be distributed to the control stockholders of Castor VSI in the Distribution will have occurred been accepted for listing on NASDAQ, subject to official notice of issuance. (xiii) Each of the Ancillary Agreements will have been duly executed and delivered by the applicable parties thereto. (xiv) An independent valuation firm will have delivered one or failed more opinions to occur that prevents the VSI Board confirming the solvency and financial viability of each of VSI and SpinCo immediately after the consummation of the Distribution; and, and such opinions will be acceptable to VSI in form and substance in VSI’s sole discretion, and such opinions will not have been withdrawn, rescinded or modified in any respect. (hxv) Xxxxxx If, and SpinCo to the extent, required by applicable Law, VSI will have, and will have executed procured that any applicable Subsidiary will have, informed, consulted or more generally involved any relevant employee representative bodies in connection with the Separation, the Distribution or the other transactions contemplated hereby. (xvi) No other event or development will have occurred or will exist (including any material breach of the representations, warranties, covenants or agreements of this Agreement) that, in the judgment of the VSI Board, in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated hereby. (b) The foregoing conditions are for the sole benefit of VSI and delivered will not give rise to or create any duty on the part of VSI or the VSI Board to waive or not waive any such condition or in any way limit VSI’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the VSI Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) will be conclusive and all other Ancillary Agreementsbinding on the Parties.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (a) the Special CommitteeLIC Board, will not or in the case of determining the Record Date, a committee thereof, shall have withdrawn its recommendation that taken all necessary corporate action to establish the Transactions be approved by Record Date and to declare the Castor Board and will not have recommended that the Castor Board abandon dividends in order to effect the Distribution or modify in accordance with the terms thereof or LIC Charter and bylaws and the Relevant TimeDGCL; (b) LIC shall have received the independent opinion of Xxxxx Xxxxx L.L.P., in form and disinterested members substance reasonably acceptable to LIC, providing to the effect that the Spin-Off will qualify as a tax-free transaction under Section 355 of the Castor Board Code (except with respect to the receipt of cash in lieu of fractional shares), and that for U.S. federal income tax purposes, (i) no gain or loss will not have withdrawn be recognized by LIC upon the Castor Board’s authorization distribution of Spinco Common Stock in the Spin-Off, and approval (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of any Liberty Ventures Common Stock upon the receipt of shares of Spinco Common Stock in the Transactions and will not have determined Spin-Off (except with respect to abandon the Distribution or modified the terms thereof or the Relevant Timereceipt of cash in lieu of fractional shares); (c) the Pre-Registration Statement on Form S-1 with respect to the registration under the Securities Act of Spinco Common Stock (the “Registration Statement”) shall be effective as of the Distribution Transactions will have been completedDate; (d) all material Consents required in connection with the Transactions Spinco Series A Common Stock and Spinco Series C Common Stock shall have been received approved for listing on The NASDAQ Stock Market; and (e) any other regulatory or contractual approvals that a committee of the Board determines to obtain shall have been so obtained and be in full force and effect; (e. The foregoing conditions are for the sole benefit of LIC and shall not in any way limit LIC’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. The foregoing condition set forth in Section 2.2(e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will may be in effect, and no proceedings for that purpose will be pending before or threatened waived by the SEC; (f) LIC Board and any determination made by the SpinCo Common Shares LIC Board prior to be delivered in the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (final and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsconclusive.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the Vector Board’s waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeefollowing conditions: (a) the Special CommitteeVector 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 Spinco and (iii) the Distribution, and will not have withdrawn its recommendation that the Transactions be approved by the Castor Board authorization and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) the independent and disinterested members Vector Board will have declared the Distribution of 100% of the Castor Board will not have withdrawn the Castor Board’s authorization outstanding shares of Spinco Common Stock to holders Vector Common Stock (including Vector Common Stock underlying outstanding stock option awards and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Timerestricted stock awards); (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Spinco’s Registration Statement on Form 20-F 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (fd) the SpinCo Spinco Common Shares Stock to be delivered in the Distribution shall have been approved for listing on NASDAQNYSE, subject to official notice of distribution; (e) the Plan of Reorganization will have been completed; (f) Vector shall have received an opinion of Xxxxxxxx & Xxxxxxxx LLP, in form and substance satisfactory to the Vector Board, regarding the U.S. federal income Tax treatment of the Distribution and certain related transactions; (g) no order, injunction or decree that would prevent the consummation of the 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 Distribution will be in effect, and no other event outside the control of Castor Vector will have occurred or failed to occur that prevents the consummation of the Distribution; and; (h) Xxxxxx no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the Vector Board, would result in the Distribution having a material adverse effect on Vector or its stockholders; (i) Vector and SpinCo Spinco will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Employee Matters Agreement, the Transition Services Agreement and all other Ancillary AgreementsAgreements related to the Distribution; and (j) the actions set forth in Section 3.1, Section 3.2, and Section 3.3 shall have been completed.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Castor Board, upon the recommendation of the Special Committeeconditions: (a) the Special CommitteeLMC Board, will not or in the case of determining the Record Date, a committee thereof, shall have withdrawn its recommendation that taken all necessary corporate action to establish the Transactions be approved by Record Date and to declare the Castor Board and will not have recommended that the Castor Board abandon dividends in order to effect the Distribution or modify in accordance with the terms thereof or LMC Charter and bylaws and the Relevant TimeDGCL; (b) LMC shall have received a private letter ruling from the independent IRS (the “Ruling”), which ruling shall not have been withdrawn, invalidated or modified in an adverse manner, and disinterested members the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in each case in form and substance reasonably acceptable to LMC and which opinion will rely upon the continued validity of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any Ruling, with each of the Transactions Ruling and the opinion providing to the effect that the Spin-Off will not have determined to abandon qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Distribution Code, and that for U.S. federal income tax purposes, (i) no gain or modified loss will be recognized by LMC upon the terms thereof distribution of Spinco Common Stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the Relevant Timeincome of, holders of LMC Common Stock upon the receipt of shares of Spinco Common Stock in the Spin-Off; (c) LMC shall have received a written solvency opinion from a financial advisor, in form and substance acceptable to the PreLMC Board, regarding the Spin-Distribution Transactions will Off and related transactions, which opinion shall not have been completedwithdrawn or modified; (d) all material Consents required in connection the Registration Statement on Form 10 with respect to the Transactions registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Spinco Common Stock (the “Form 10”) shall be effective as of the Distribution Date; (e) the Spinco Common Stock shall have been received approved for listing on Nasdaq; and (f) any other regulatory or contractual approvals that a committee of the Board determines to obtain shall have been so obtained and be in full force and effect; (e) . The foregoing conditions are for the SEC will have declared the Form 20-F effective under the Exchange Actsole benefit of LMC and shall not in any way limit LMC’s right to amend, no stop order suspending the effectiveness modify or terminate this Agreement in accordance with Section 6.1. Any of the Form 20-F will foregoing conditions may be in effect, and no proceedings for that purpose will be pending before or threatened waived by the SEC; (f) LMC Board and any determination made by the SpinCo Common Shares LMC Board prior to be delivered in the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (final and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Castor will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsconclusive.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions Xxxxxxx Board. The Xxxxxxx Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Castor Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Xxxxxxx Board in its sole discretion: (1) the Xxxxxxx Board shall have formally approved the Distribution; (2) the Hussmann Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to Xxxxxxx in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Hussmann, comprised as contemplated by SECTION 3.06(a), shall have been approved duly elected; (5) the Hussmann Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by SECTION 3.01 and SECTION 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Castor will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary AgreementsPROVIDED, HOWEVER, that the satisfaction of such conditions shall not create any obligation on the part of Xxxxxxx to effect the Distribution or in any way limit Xxxxxxx'x power of termination set forth in SECTION 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions Xxxxxxx Board. The Xxxxxxx Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Castor Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Xxxxxxx Board in its sole discretion: (1) the Xxxxxxx Board shall have formally approved the Distribution; (2) the Hussmann Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to Xxxxxxx in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Hussmann, comprised as contemplated by Section 3.06(a), shall have been approved duly elected; (5) the Hussmann Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Castor will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsprovided, however, that the satisfaction of such conditions shall not create any obligation on the part of Xxxxxxx to effect the Distribution or in any way limit Xxxxxxx'x power of termination set forth in Section 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions Xxxxxxx Board. The Xxxxxxx Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Castor Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Xxxxxxx Board in its sole discretion: (1) the Xxxxxxx Board shall have formally approved the Distribution; (2) the Midas Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin- off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to Xxxxxxx in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Midas, comprised as contemplated by Section 3.06(a), shall have been approved duly elected; (5) the Midas Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Castor will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsprovided, however, that the satisfaction of such conditions shall not create any obligation on the part of Xxxxxxx to effect the Distribution or in any way limit Xxxxxxx'x power of termination set forth in Section 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions Xxxxxxx Board. The Xxxxxxx Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Castor Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Castor Board and will not have recommended that the Castor Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Castor Board will not have withdrawn the Castor Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Xxxxxxx Board in its sole discretion: (1) the Xxxxxxx Board shall have formally approved the Distribution; (2) the Midas Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to Xxxxxxx in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Midas, comprised as contemplated by SECTION 3.06(a), shall have been approved duly elected; (5) the Midas Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by SECTION 3.01 and SECTION 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Castor will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) Xxxxxx and SpinCo will have executed and delivered this Agreement and all other Ancillary AgreementsPROVIDED, HOWEVER, that the satisfaction of such conditions shall not create any obligation on the part of Xxxxxxx to effect the Distribution or in any way limit Xxxxxxx'x power of termination set forth in SECTION 7.07 or alter the consequences of any such termination from those specified in such Section.