Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. The Premark Board shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the 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 Premark Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii) the Premark Board shall have given final approval of the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv) the Form 10 shall have been declared effective by the Commission; (v) the Tupperware Board, composed as contemplated by Section 3.03, shall have been duly elected; (vi) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Common Stock shall have been approved for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d); (viii) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect; provided that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto to effect the Distribution or in any way limit Premark's power of termination set forth in Section 6.10 or alter the consequences of any such termination from those specified in such Section. ARTICLE III

Conditions to the Distribution. The Premark Board shall consummation of the Distribution is subject to the satisfaction or waiver of the following conditions, among other conditions described in its ------------------------------ discretion establish this information statement:6 ● the SEC will have declared effective our registration statement on Form 10, of which this information statement is a part, under the Securities Exchange Act of 1934, as amended, or the Exchange Act; no stop order suspending the effectiveness of our registration statement on Form 10 will be in effect; no proceedings for such purpose will be pending or threatened by the SEC; and this information statement, or a notice of Internet availability thereof, will have been mailed to the holders of SilverSun common stock as of the close of business on the Record Date and Date; ● the Distribution Date and all appropriate procedures will be made in a manner that does not cause SilverSun to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SilverSun to be less than the sum of its total liabilities plus the amount that would be needed, if SilverSun were to be dissolved immediately after the effective time of the Distribution, to satisfy the preferential rights upon such dissolution of stockholders whose preferential rights are superior to those receiving the Distribution, if any, in each case in accordance with Section 170 of the DGCL; ● our common stock to be delivered in connection with the 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 Premark Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii) the Premark Board shall have given final approval of the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv) the Form 10 shall have been declared effective by the Commission; (v) the Tupperware Board, composed as contemplated by Section 3.03, shall have been duly elected; (vi) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Common Stock shall have been approved for listing upon notice of issuance on the NYSE OTCQX; ● any material governmental approvals and consents and any other exchange selected by Tupperware pursuant material permits, registrations, and consents from third parties, in each case, necessary to Section 2.02(d); (viii) effect the transactions contemplated by Section 3.01 Distribution and Section 3.02 shall to permit the operation of the business application, technology and consulting businesses after the Distribution Date substantially as conducted as of the date of the Separation Agreement will have been consummated obtained; ● no event or development will have occurred or exists that, in all material respects; (ix) Premark and Tupperware shall have entered into each the judgment of the Ancillary Agreements and each such agreement shall be SilverSun Board, in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi) no orderits sole discretion, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect; provided that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto makes it inadvisable to effect the Distribution or other transactions contemplated by the Separation and Distribution Agreement. The fulfillment of these conditions will not create any obligations on SilverSun’s part to effect the Separation, and the SilverSun Board has reserved the right, in its sole discretion, to abandon, modify, or change the terms of the Separation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution, at any way limit Premark's power time prior to the Distribution Date. Stock Listing We will apply to have our common stock listed on the OTCQX under the ticker symbol “[● ]” Dividend Policy We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of termination set forth our business, and we do not anticipate paying any cash dividends on our common stock in Section 6.10 or alter the consequences of any such termination from those specified in such Sectionforeseeable future. ARTICLE IIISee the section entitled “Dividend Policy.” Transfer Agent Pacific Stock Transfer, Inc.

Conditions to the Distribution. This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Xxxxxxx Board. The Premark Xxxxxxx Board (or a duly authorized committee thereof) shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the 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 Premark Xxxxxxx Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii1) the Premark Xxxxxxx Board shall have given final approval of formally approved the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv2) the Hussmann Form 10 shall have been declared effective by the Commission; (v3) a ruling(s) from the IRS shall have been obtained, and 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 such ruling(s) shall be in form and substance satisfactory to Xxxxxxx in its sole discretion; (4) the Tupperware BoardBoard of Directors of Hussmann, composed comprised as contemplated by Section 3.03SECTION 3.06(a), shall have been duly elected; (vi5) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Hussmann Common Stock shall have been approved accepted for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d)New York Stock Exchange or for quotation on The Nasdaq Stock Market; (viii6) the transactions contemplated by Section SECTION 3.01 and Section SECTION 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi7) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effecteffect and no other event shall have occurred or failed to occur that prevents the consummation of the Distribution; provided PROVIDED, HOWEVER, that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto Xxxxxxx to effect the Distribution or in any way limit Premark's Xxxxxxx'x power of termination set forth in Section 6.10 SECTION 7.07 or alter the consequences of any such termination from those specified in such Section. ARTICLE III.

Conditions to the Distribution. This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Xxxxxxx Board. The Premark Xxxxxxx Board (or a duly authorized committee thereof) shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the 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 Premark Xxxxxxx Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii1) the Premark Xxxxxxx Board shall have given final approval of formally approved the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv2) the Hussmann Form 10 shall have been declared effective by the Commission; (v3) a ruling(s) from the IRS shall have been obtained, and 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 such ruling(s) shall be in form and substance satisfactory to Xxxxxxx in its sole discretion; (4) the Tupperware BoardBoard of Directors of Hussmann, composed comprised as contemplated by Section 3.033.06(a), shall have been duly elected; (vi5) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Hussmann Common Stock shall have been approved accepted for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d)New York Stock Exchange or for quotation on The Nasdaq Stock Market; (viii6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi7) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effecteffect and no other event shall have occurred or failed to occur that prevents the consummation of the Distribution; provided provided, however, that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto Xxxxxxx to effect the Distribution or in any way limit Premark's Xxxxxxx'x power of termination set forth in Section 6.10 7.07 or alter the consequences of any such termination from those specified in such Section. ARTICLE III.

Conditions to the Distribution. This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Xxxxxxx Board. The Premark Xxxxxxx Board (or a duly authorized committee thereof) shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the 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 Premark Xxxxxxx Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii1) the Premark Xxxxxxx Board shall have given final approval of formally approved the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv2) the Midas Form 10 shall have been declared effective by the Commission; (v3) a ruling(s) from the IRS shall have been obtained, and 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 such ruling(s) shall be in form and substance satisfactory to Xxxxxxx in its sole discretion; (4) the Tupperware BoardBoard of Directors of Midas, composed comprised as contemplated by Section 3.033.06(a), shall have been duly elected; (vi5) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Midas Common Stock shall have been approved accepted for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d)New York Stock Exchange or for quotation on The Nasdaq Stock Market; (viii6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi7) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effecteffect and no other event shall have occurred or failed to occur that prevents the consummation of the Distribution; provided provided, however, that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto Xxxxxxx to effect the Distribution or in any way limit Premark's Xxxxxxx'x power of termination set forth in Section 6.10 7.07 or alter the consequences of any such termination from those specified in such Section. ARTICLE III.

Conditions to the Distribution. The Premark Board shall consummation of the Distribution is subject to the satisfaction or waiver of the following conditions, among other conditions described in its ------------------------------ discretion establish this information statement:6 ● the SEC will have declared effective our registration statement on Form 10, of which this information statement is a part, under the Securities Exchange Act of 1934, as amended, or the Exchange Act; no stop order suspending the effectiveness of our registration statement on Form 10 will be in effect; no proceedings for such purpose will be pending or threatened by the SEC; and this information statement, or a notice of Internet availability thereof, will have been mailed to the holders of SilverSun common stock as of the close of business on the Record Date and Date; ● the Distribution Date and all appropriate procedures will be made in a manner that does not cause SilverSun to be unable to pay its debts as they become due in the usual course of its business or cause the total assets of SilverSun to be less than the sum of its total liabilities plus the amount that would be needed, if SilverSun were to be dissolved immediately after the effective time of the Distribution, to satisfy the preferential rights upon such dissolution of stockholders whose preferential rights are superior to those receiving the Distribution, if any, in each case in accordance with Section 170 of the DGCL; ● our common stock to be delivered in connection with the 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 Premark Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii) the Premark Board shall have given final approval of the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv) the Form 10 shall have been declared effective by the Commission; (v) the Tupperware Board, composed as contemplated by Section 3.03, shall have been duly elected; (vi) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Common Stock shall have been approved for listing upon notice of issuance on the NYSE OTCQX; ● any material governmental approvals and consents and any other exchange selected by Tupperware pursuant material permits, registrations, and consents from third parties, in each case, necessary to Section 2.02(d); (viii) effect the transactions contemplated by Section 3.01 Distribution and Section 3.02 shall to permit the operation of the business application, technology and consulting businesses after the Distribution Date substantially as conducted as of the date of the Separation Agreement will have been consummated obtained; ● no event or development will have occurred or exists that, in all material respects; (ix) Premark and Tupperware shall have entered into each the judgment of the Ancillary Agreements and each such agreement shall be SilverSun Board, in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi) no orderits sole discretion, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect; provided that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto makes it inadvisable to effect the Distribution or other transactions contemplated by the Separation and Distribution Agreement. The fulfillment of these conditions will not create any obligations on SilverSun’s part to effect the Separation, and the SilverSun Board has reserved the right, in its sole discretion, to abandon, modify, or change the terms of the Separation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution, at any way limit Premark's power time prior to the Distribution Date. Stock Listing We will apply to have our common stock listed on the OTCQX under the ticker symbol “[●]” Dividend Policy We currently intend to retain all available funds and any future earnings, if any, to fund the development and expansion of termination set forth our business, and we do not anticipate paying any cash dividends on our common stock in Section 6.10 or alter the consequences of any such termination from those specified in such Sectionforeseeable future. ARTICLE IIISee the section entitled “Dividend Policy.” Transfer Agent Pacific Stock Transfer, Inc.

Conditions to the Distribution. This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Xxxxxxx Board. The Premark Xxxxxxx Board (or a duly authorized committee thereof) shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the 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 Premark Xxxxxxx Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii1) the Premark Xxxxxxx Board shall have given final approval of formally approved the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv2) the Midas Form 10 shall have been declared effective by the Commission; (v3) a ruling(s) from the IRS shall have been obtained, and 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 such ruling(s) shall be in form and substance satisfactory to Xxxxxxx in its sole discretion; (4) the Tupperware BoardBoard of Directors of Midas, composed comprised as contemplated by Section 3.03SECTION 3.06(a), shall have been duly elected; (vi5) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Midas Common Stock shall have been approved accepted for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d)New York Stock Exchange or for quotation on The Nasdaq Stock Market; (viii6) the transactions contemplated by Section SECTION 3.01 and Section SECTION 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi7) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effecteffect and no other event shall have occurred or failed to occur that prevents the consummation of the Distribution; provided PROVIDED, HOWEVER, that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto Xxxxxxx to effect the Distribution or in any way limit Premark's Xxxxxxx'x power of termination set forth in Section 6.10 SECTION 7.07 or alter the consequences of any such termination from those specified in such Section. ARTICLE III.