Common use of Sole Discretion of Xxxxxxx Clause in Contracts

Sole Discretion of Xxxxxxx. Xxxxxxx, in its sole and absolute discretion, shall be entitled to determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Xxxxxxx may, in accordance with Section 9.10, at any time and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change any or all of the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Xxxxxxx shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Xxxxxxx Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Xxxxxxx or its stockholders, that a sale or other alternative is in the best interests of Xxxxxxx or its stockholders or that it is not advisable at that time for Veralto Business to separate from Xxxxxxx.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Danaher Corp /De/), Separation and Distribution Agreement (Veralto Corp), Separation and Distribution Agreement (Veralto Corp)

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Sole Discretion of Xxxxxxx. Xxxxxxx, in its sole and absolute discretion, shall be entitled to determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Xxxxxxx may, in accordance with Section 9.1010.10, at any time and from time to time until the completion of the Distribution, Distribution decide to abandon the Distribution or modify or change any or all of the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Xxxxxxx shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Xxxxxxx Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Xxxxxxx or its stockholders, that a sale or other alternative is in the best interests of Xxxxxxx or its stockholders or that it is not advisable at that time for Veralto Fortive Business to separate from Xxxxxxx.

Appears in 2 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Fortive Corp)

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Sole Discretion of Xxxxxxx. (a) Xxxxxxx, in its sole and absolute discretion, shall be entitled to determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Xxxxxxx may, in accordance with Section 9.10, at any time and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change any or all of the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Xxxxxxx shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Xxxxxxx Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Xxxxxxx or its stockholders, that a sale or other alternative is in the best interests of Xxxxxxx or its stockholders or that it is not advisable at that time for Veralto Business to separate from Xxxxxxx.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Veralto Corp)

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