Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Company in its sole and absolute discretion, of the following conditions: (i) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws, including, but not limited to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable governmental authority. (ii) No order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of the Company shall have occurred or failed to occur that prevents the consummation of the Distribution or any related transactions. (iii) The shares of SRM Common Stock shall have been approved for listing on Nasdaq, subject to official notice of issuance. (b) The foregoing conditions are for the sole benefit of the Company and shall not give rise to or create any duty on the part of the Company or the Company’s board to waive or not waive any such condition or in any way limit the Company’s right to terminate this Agreement or alter the consequences of any such termination from those specified herein. Any determination made by the Company’s board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 2.03(a) shall be conclusive and binding on the Parties. The Company’s ability to terminate this Agreement shall cease upon the execution of the IPO Underwriting Agreement.

Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Company in its sole and absolute discretion, of the following conditions: (i) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws, including, but not limited to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable governmental authority. (ii) No order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto shall be in effect, and no other event outside the control of the Company shall have occurred or failed to occur that prevents the consummation of the Distribution or any related transactions. (iii) The shares of SRM CB Common Stock shall have been approved for listing on Nasdaq, subject to official notice of issuance. (b) The foregoing conditions are for the sole benefit of the Company and shall not give rise to or create any duty on the part of the Company or the Company’s board to waive or not waive any such condition or in any way limit the Company’s right to terminate this Agreement or alter the consequences of any such termination from those specified herein. Any determination made by the Company’s board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 2.03(a) shall be conclusive and binding on the Parties. The Company’s ability to terminate this Agreement shall cease upon the execution effectiveness of the IPO Underwriting AgreementRegistration Statement.

Conditions to the Distribution. (a) The consummation of the Distribution will shall be subject to the satisfaction, or or, to the extent permitted by applicable Law, waiver by the Company Logiq in its sole and absolute discretion, of the following conditions: (i) The filing of the Form 8-K and no proceedings or comments letters contesting such action shall have been instituted or threatened by the SEC. (ii) The Disclosure Document shall have been filed with the SEC. (iii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or and other securities laws, including, but not limited to the Securities Act and the Exchange Act Laws or blue-sky Laws and the rules and regulations promulgated thereunder, in connection with the Distribution thereunder shall have been taken or made, and, where applicable, have become effective or been accepted accepted. (iv) Each of the Separation Agreement, the Distribution Agreement, Ancillary Agreements shall have been duly executed and delivered by the applicable governmental authorityparties thereto. (iiv) No order, injunction or decree issued by any governmental authority Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto shall be threatened or in effect, and no . (vi) Logiq shall have received the Lova Shares as set forth in Section 2.4. (vii) other event outside the control of the Company events or developments shall exist or shall have occurred or failed that, in the judgment of the Logiq Board, in its sole and absolute discretion, makes it inadvisable to occur that prevents effect the consummation of Separation, the Distribution or the transactions contemplated by this Agreement or any related transactions. (iii) The shares of SRM Common Stock shall have been approved for listing on Nasdaq, subject to official notice of issuanceAncillary Agreement. (b) The foregoing conditions are for the sole benefit of the Company Logiq and shall not give rise to or create any duty on the part of the Company Logiq or the Company’s board Logiq Board to waive or not waive any such condition or in any way limit the CompanyLogiq’s right to terminate this Agreement as set forth in Article VIII or alter the consequences of any such termination from those specified hereinin Article VIII. Any determination made by the Company’s board Logiq Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 2.03(a2.3(a) shall be conclusive and binding on the Parties. The Company’s ability to terminate this Agreement shall cease upon the execution of the IPO Underwriting Agreement.