Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. In no event will the Distribution occur prior to such time as each of the following conditions shall have been satisfied or shall have been waived by the Conexant Board: (a) the Conexant Board shall be reasonably satisfied that, after giving effect to the Contribution, (i) Conexant will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) Conexant's surplus would be sufficient to permit, without violation of Section 170 of the Delaware General Corporation Law, the Distribution; (b) no order, ruling, injunction or decree issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing consummation of the Contribution or the Distribution shall be in effect; (c) no suit, action or proceeding by or before any court of competent jurisdiction or other Governmental Entity shall have been commenced and be pending to restrain or challenge the Contribution or the Distribution; and (d) each condition to the closing of the Merger Agreement set forth in Article VIII thereof, other than the condition set forth in Section 8.1(i) thereof as to the consummation of the Contribution and the Distribution, shall have been fulfilled or waived by the party for whose benefit such condition exists. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to cause the conditions set forth in this Section 3.03 to be satisfied as promptly as reasonably practicable; provided that no party will be required to waive any condition.

Conditions to the Distribution. In no event will The obligation of Xxxxxxx-Xxxxxx to consummate the Distribution occur prior and the other transactions contemplated by this Agreement is subject to such time as each the satisfaction of the following conditions shall have been satisfied or shall have been waived by the Conexant Boardconditions: (a) all consents, approvals and authorizations of Governmental Entities required under Applicable Laws for the Conexant Board consummation of the Distribution shall have been obtained and shall be reasonably satisfied that, after giving effect to the Contribution, (i) Conexant will not be insolvent in full force and will not have unreasonably small capital with which to engage in its businesses and (ii) Conexant's surplus would be sufficient to permit, without violation of Section 170 of the Delaware General Corporation Law, the Distributioneffect; (b) no orderApplicable Laws shall have been adopted, ruling, injunction promulgated or decree issued enforced by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing consummation of the Contribution or the Distribution Entity, and no Injunction shall be in effect, having the effect of making the Distribution or any material provision of this Agreement illegal or otherwise prohibiting consummation of the Distribution or the performance of any material provision of this Agreement; (c) no suit, action or proceeding initiated by or before any court of competent jurisdiction or other Governmental Entity seeking, and which is reasonably likely to result in the granting of, an Injunction having the effect of making the Distribution or any material provision of this Agreement illegal or otherwise prohibiting consummation of the Distribution or the performance of any material provision of this Agreement shall be pending; (d) Spinco or its Subsidiaries shall have been commenced received no less than $400,000,000 in cash from the financing in connection with the Spinco Dividend and be pending Spinco shall have lawfully declared and paid to restrain or challenge Xxxxxxx-Xxxxxx the Contribution or the DistributionSpinco Dividend; and (de) each condition to the closing of the Merger Agreement set forth in Article VIII thereof, other than the condition set forth in Section 8.1(i8.1(h) thereof as to the consummation of the Contribution and the Distribution, shall have been fulfilled or or, to the extent permitted under Applicable Law, waived by the party for whose benefit such condition exists. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to cause the conditions set forth in this Section 3.03 to be satisfied as promptly as reasonably practicable; provided that no party will be required to waive any condition.

Conditions to the Distribution. In no event will the Distribution occur prior to such time as each of the following conditions shall have been satisfied or shall have been waived by the Conexant Fortune Board: (a) the Conexant Board no Applicable Laws shall have been adopted, promulgated or enforced by any Governmental Entity, and no Injunction shall be reasonably satisfied thatin effect, after giving having the effect to of making the Contribution, (i) Conexant will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) Conexant's surplus would be sufficient to permit, without violation Distribution illegal or otherwise prohibiting consummation of Section 170 of the Delaware General Corporation Law, the Distribution; (b) no order, ruling, injunction or decree issued proceeding initiated by any court of competent jurisdiction or other Governmental Entity seeking, and which is reasonably likely to result in the granting of, an Injunction having the effect of making the Distribution illegal or other legal restraint or prohibition preventing otherwise prohibiting consummation of the Contribution or the Distribution shall be in effect; (c) no suit, action or proceeding by or before any court of competent jurisdiction or other Governmental Entity shall have been commenced and be pending to restrain or challenge the Contribution or the Distributionpending; and (dc) each condition to the closing of the Merger Agreement set forth in Article VIII thereof, other than the condition set forth in Section 8.1(i8.1(h) thereof as to the consummation of the Contribution and the Distribution, shall have been fulfilled or waived by the party for whose benefit such condition exists. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to cause the conditions set forth in this Section 3.03 Sections 3.03(a) and 3.03(b) to be satisfied as promptly as reasonably practicable; provided that no neither party will be required to waive any condition.