Common use of Sole and Absolute Discretion; Cooperation Clause in Contracts

Sole and Absolute Discretion; Cooperation. (a) Kellanova shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Xxxxxxxxx may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Xxxxxxxxx’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. (b) WKKC shall cooperate with Xxxxxxxxx to accomplish the Distribution and shall, at Kellanova’s direction, promptly take any and all actions, necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of WKKC Shares on the Form 10. Xxxxxxxxx shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting and other advisors for Kellanova. WKKC and Xxxxxxxxx, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

Sole and Absolute Discretion; Cooperation. (a) Kellanova Xxxxxxx Controls shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) or offering(s) transaction and/or offering to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Xxxxxxxxx Xxxxxxx Controls may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit Xxxxxxxxx’s Xxxxxxx Controls’ right to terminate this Agreement or not to complete the Distribution as set forth in Article IX or or, prior to the Distribution, alter the consequences of any such termination from those specified in Article IX. (b) WKKC Adient shall cooperate with Xxxxxxxxx Xxxxxxx Controls to accomplish the Distribution and shall, at Kellanova’s Xxxxxxx Controls’ direction, promptly take any and all actions, actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of WKKC Adient Shares on the Form 10. Xxxxxxxxx Xxxxxxx Controls shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation or and/or exchange agent and financial, legal, accounting and other advisors for KellanovaXxxxxxx Controls. WKKC Adient and XxxxxxxxxXxxxxxx Controls, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.