Common use of SAP’s Sole Discretion Clause in Contracts

SAP’s Sole Discretion. SAP shall, in its sole and absolute discretion, determine whether to proceed with any Tax-Free Distribution, the date of the consummation of such Tax-Free Distribution and all terms of such Tax-Free Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect such Tax-Free Distribution and the timing of and conditions to the consummation of such Tax-Free Distribution. In addition, SAP may at any time and from time to time until the completion of any Tax-Free Distribution, modify or change the terms of such Tax-Free Distribution, including by accelerating or delaying the timing of the consummation of all or part of such Tax-Free Distribution. Qualtrics shall reasonably cooperate with SAP in all respects to accomplish any Tax-Free Distribution and shall, at SAP’s direction, promptly take any and all reasonable actions that SAP reasonably deems necessary or desirable to effect such Tax-Free Distribution. Without limiting the generality of the foregoing, Qualtrics shall, at SAP’s direction, reasonably cooperate with SAP, and execute and deliver, or use its reasonable best efforts to cause to have executed and delivered, all instruments, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authorities as SAP may reasonably deem necessary or desirable in order to consummate and make effective any Tax-Free Distribution. If, in connection with any Tax-Free Distribution, SAP makes a Request (as defined in the Stockholders’ Agreement) for a Demand Registration (as defined in the Stockholders’ Agreement), the terms and the conditions of the Stockholders’ Agreement shall govern.