Conditions to the Separation. The obligations of Cohesant pursuant to this Agreement to effect the Separation shall be subject to the fulfillment (or waiver by Cohesant) at or prior to the Distribution Date of the following conditions. In no event shall the Separation occur unless the following conditions shall have been waived by Cohesant or shall have been satisfied:
(a) the Form 10 shall have become effective under the Exchange Act;
(b) the Cohesant Board of Directors shall have approved the Restructuring, Distribution and Separation and shall not have abandoned, deferred or modified the Restructuring, Distribution and Separation at any time prior to the Record Date;
(c) each of the Transaction Agreements shall have been duly executed and delivered by the parties thereto; and
(d) all of the closing conditions of the Merger Agreement shall have been met or waived and the transactions contemplated by the Merger Agreement are set to close immediately following the Distribution and Separation;
(e) the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the joint proxy and information statement shall have been mailed to Cohesant shareholders;
(f) Cohesant shall have established the Record Date and shall have given the NASD not less than ten days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act;
(g) all Consents or Governmental Approvals required in connection with the transactions contemplated hereby shall have been received and be in full force and effect;
(h) the Restructuring shall have been consummated in accordance with this Agreement;
(i) all Inter-Company Indebtedness shall have been paid in full and all actions in respect of liability novation contemplated under Section 2.04 shall have occurred; and
(j) the Transaction Agreements shall have been duly executed and delivered and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time.
Conditions to the Separation. The respective obligations of Geo Point Utah and Geo Point Nevada to consummate the Separation are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of each of the following conditions:
Conditions to the Separation. The obligations of Remainco pursuant to this Agreement to effect the Separation are subject to the fulfillment (or waiver by Remainco) at or prior to the Spinco Distribution of the following conditions:
(a) each of the parties to the Merger Agreement has irrevocably confirmed to each other that each condition in Article IX of the Merger Agreement to such party’s respective obligations to effect the Merger (i) has been satisfied, (ii) will be satisfied at the time of the Spinco Distribution, or (iii) subject to applicable Laws, is or has been waived by such party, as the case may be; and
(b) Remainco and Spinco shall have received any necessary permits and authorizations under state securities or “blue sky” laws, the Securities Act and the Exchange Act in connection with the Spinco Distribution and such permits and authorizations shall be in effect.
Conditions to the Separation. (a) The undertaking of U S WEST to effect the Separation is subject to the satisfaction of each of the following conditions, unless waived by the Board of Directors of U S WEST in its sole and absolute discretion:
(i) All of the transactions contemplated by this Agreement to be performed on or prior to the consummation of the Separation shall have been consummated.
(ii) The Form S-4, the Form 8-A and the Form
Conditions to the Separation. The obligations of TWDC pursuant to this Agreement to effect the Separation shall be subject to the fulfillment (or waiver by TWDC) at or prior to the Distribution Date of the condition that each of the parties to the Merger Agreement shall have irrevocably confirmed to each other that each condition in Article VII of the Merger Agreement (other than Section 7.1(a) thereto) to such Party’s respective obligations to effect the Merger has been fulfilled or shall be fulfilled at the Effective Time or is or has been waived by such party, as the case may be.
Conditions to the Separation. The respective obligations of WZE and Interim to consummate the Separation are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of each of the following conditions:
Conditions to the Separation. The obligations of Remainco pursuant to this Agreement to effect the Separation are subject to each of the parties to the RMT Transaction Agreement having irrevocably confirmed to each other that each conditions in Article IX of the RMT Transaction Agreement to such party’s respective obligations to effect the Merger (a) has been satisfied, (b) will be satisfied at the time of the Initial Spin, or (c) subject to applicable Laws, is or has been waived by such party, as the case may be.
Conditions to the Separation. The respective obligations of Cleartronic and VoiceInterop to consummate the Separation are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of each of the following conditions:
Conditions to the Separation. The respective obligations of PHYH and Phyhealth to consummate the Separation are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of each of the following conditions:
Conditions to the Separation. The respective obligations of Applera and Celera to consummate the Separation are subject to the satisfaction or waiver (to the extent permitted by Applicable Law) of each of the following conditions:
