Common use of The Conditions Clause in Contracts

The Conditions. The obligation of Distributing to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Distributing, in its sole and absolute discretion, of each of the following conditions: (i) the Distributing Board shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretion; (ii) the Business Separation and the other transactions contemplated by Article II shall have been consummated in accordance with this Agreement and the Implementation Documents; (iii) Distributing shall have received a private letter ruling (the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the U.S. (and any comparable Laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) shall have been taken, and, where applicable, have become effective or been accepted, each as the case may be; (viii) the Parties shall have taken, or caused to be taken, all necessary actions so that, as of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statement; (ix) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, shall have been threatened or be in effect; and (x) no other events or developments shall have occurred, or failed to occur, subsequent to the date of this Agreement that, in the judgment of the Distributing Board, would prevent the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board.

The Conditions. The obligation of Distributing In addition to consummate Xxxxxx’x rights under Section 3.04, the Distribution is subject to shall not occur unless each of the prior following conditions shall have been satisfied (or simultaneous satisfactionwaived by Abbott, in whole or waiver by Distributingin part, in its sole and absolute discretion, of each of the following conditions:): (i) the Distributing Board transfer of the AbbVie Assets (other than any Delayed AbbVie Asset) and AbbVie Liabilities (other than any Delayed AbbVie Liability) contemplated to be transferred from Abbott to AbbVie on or prior to the Distribution Date shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionoccurred as contemplated by Section 2.02; (ii) the Business Separation and the other transactions contemplated by Article II Registration Statement shall have been consummated declared effective by the Commission; no stop-order shall be in accordance effect with this Agreement respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Implementation DocumentsInformation Statement shall have been mailed to the Record Holders; (iii) Distributing Abbott shall have received a private letter ruling (the “PLR”) proceeds from the Internal Revenue Service in a form satisfactory to Distributing AbbVie Cash Distribution and shall be satisfied in its sole and absolute discretiondiscretion that, as of the Effective Time, it shall have no further Liability whatsoever under the AbbVie Credit Facility or the Financing Arrangements (including in connection with any guarantees provided by Abbott or an Abbott Subsidiary thereunder), it being acknowledged by the Parties that prior to the effect thatdate hereof, among other things, AbbVie issued approximately $3.0 billion in principal amount of 2.9% Senior Notes due 2022 of AbbVie to Abbott in partial consideration for the relevant aspects transfer of the Business Separation and Distribution will qualify for non-recognition of gain or loss AbbVie Assets to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional sharesAbbVie, and such PLR shall not have been revoked or materially amendednotes were thereafter immediately exchanged by Abbott with a Third Party for existing commercial paper of Abbott in satisfaction and discharge of such commercial paper; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal with regard to securities and state securities laws and state blue sky laws Laws of the U.S. United States (and any comparable Laws under any foreign jurisdictions) described in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) Section 3.01 shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viiiv) the Parties AbbVie Common Stock to be distributed in the Distribution shall have takenbeen accepted for listing on the NYSE, or caused subject to be taken, all necessary actions so that, as official notice of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statementissuance; (ixvi) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits Distribution or any of the Transactions for Distributing and other transactions related thereto, including the holders of Distributing Common Stock and Distributing WarrantsSeparation, contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Ancillary Agreement shall have been threatened or be in effect; and; (xvii) Abbott shall have received a private letter ruling from the United States Internal Revenue Service to the effect that, among other things, the Distribution shall qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and certain transactions related to the transfer to AbbVie or certain AbbVie Subsidiaries of certain AbbVie Assets and the assumption by AbbVie or certain AbbVie Subsidiaries of certain of the AbbVie Liabilities in connection with the Separation shall not result in the recognition of any gain or loss to Xxxxxx, AbbVie, certain Abbott Subsidiaries, certain AbbVie Subsidiaries, Xxxxxx’x shareholders or AbbVie’s stockholders for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked or modified in any material respect; (viii) Abbott shall have received an opinion from its outside counsel to the effect that the Separation and the Distribution shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (ix) no other events or developments shall have occurred, occurred or failed to occur, subsequent to the date of this Agreement exist that, in the judgment of the Distributing Boardboard of directors of Abbott, would prevent in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated by this Agreement or any Ancillary Agreement; (x) the Parties shall have executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; and (xi) an independent appraisal firm acceptable to Abbott shall have delivered one or more opinions to the board of directors of Abbott confirming the solvency and financial viability of Abbott before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing Xxxxxx and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the AbbVie after consummation of the Transactions inadvisable as determined by the Distributing BoardDistribution, and such opinions shall be acceptable to Abbott in form and substance in Xxxxxx’x sole discretion and such opinions shall not have been withdrawn or rescinded.

The Conditions. The obligation of Distributing Subject to consummate Section 7.01, the Distribution is subject to the prior or simultaneous satisfaction, satisfaction or waiver by Distributing, in its sole and absolute discretion, of each SG of the following conditionsshall be conditions to SG’s obligation to effect the Separation: (i) the Distributing Board Xxxxx Inc. shall have given its final approval duly authorized the issuance, pursuant to Section 2.02(e), of the Distribution number and all related transactions (classes of shares of Cowen Common Stock that are mutually agreed to by SGASH and such approval the Underwriters, which shares shall not have been withdrawn, whether before or after declaration represent 100% of the Distribution), and shares of Cowen Common Stock outstanding immediately prior to the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionIPO; (ii) the Business Separation and the other transactions contemplated by Article II Underwriting Agreement shall have been consummated in accordance with this Agreement and the Implementation Documents; (iii) Distributing shall have received a private letter ruling (the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary Agreements shall have been duly executed and delivered by each of the parties thereto 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 Distributioneffect; (viiii) the Publishing Information Registration Statement shall have been delivered to holders of Distributing Common Stock declared effective by the SEC, and Distributing Warrants as of there shall be no stop-order in effect with respect thereto and no Proceeding for that purpose shall have been instituted by the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by LawSEC; (viiiv) the actions and filings necessary or appropriate under applicable federal and with regard to state securities laws and state blue sky laws of the U.S. United States (and any comparable Laws laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viii) the Parties shall have taken, or caused to be taken, all necessary actions so that, as of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statement; (ixv) no order, injunction or decree issued by any Governmental Authority or court of applicable jurisdiction or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, transactions contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Transaction Document shall have been threatened or in effect; (vi) any Consents necessary to consummate the Separation and the transactions contemplated by this Agreement to be consummated on or prior to the Separation Date shall have been obtained and be in full force and effect; and; (xvii) no other events or developments shall have occurred, or failed to occur, occurred subsequent to the date hereof that SG believes, in its sole discretion, could result in an adverse effect on SG, any SG Subsidiary, or on their respective shareholders; (viii) the Parties shall have performed and complied with all of their respective covenants, obligations and agreements contained in this Agreement thatand required to be performed or complied with by them on or prior to the Separation Date; and (ix) the Parties shall have executed and delivered or, in where applicable, shall have caused their respective Subsidiaries to execute and deliver, the judgment of Transaction Documents that are contemplated by this Agreement to be executed and delivered on or prior to the Distributing Board, would prevent the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing BoardSeparation Date.

The Conditions. The obligation of Distributing In addition to consummate Merck’s rights under Section 3.04, the Distribution is subject to shall not occur unless each of the prior following conditions shall have been satisfied (or simultaneous satisfactionwaived by Merck, in whole or waiver by Distributingin part, in its sole and absolute discretion, of each of the following conditions:): (i) the Distributing Board transfer of the Organon Assets (other than any Delayed Organon Asset and any Organon Assets deferred as part of a Deferred Organon Local Business) and Organon Liabilities (other than any Delayed Organon Liability and any Organon Liabilities deferred as part of a Deferred Organon Local Business) contemplated to be transferred from Merck to Organon on or prior to the Distribution Date shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionoccurred as contemplated by Section 2.02; (ii) the Business Separation and the other transactions contemplated by Article II Registration Statement shall have been consummated declared effective by the Commission; no stop-order shall be in accordance effect with this Agreement respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Implementation DocumentsInformation Statement or notice of internet availability of the Information Statement shall have been mailed to the Record Holders; (iii) Distributing Merck or a Merck Subsidiary shall have received a private letter ruling (the “PLR”) proceeds from the Internal Revenue Service in a form satisfactory to Distributing Closing Date Repayment and shall be satisfied in its sole and absolute discretion, to the effect discretion that, among other things, the relevant aspects as of the Business Separation and Distribution will qualify for non-recognition of gain Effective Time, it shall have no further Liability whatsoever under the Financing Arrangements (including in connection with any guarantees provided by Merck or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(Da Merck Subsidiary thereunder), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal with regard to securities and state securities laws and state blue sky laws Laws of the U.S. United States (and any comparable Laws under any foreign jurisdictions) described in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) Section 3.01 shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viiiv) the Parties Organon Common Stock to be distributed in the Distribution shall have takenbeen accepted for listing on the NYSE, or caused subject to be taken, all necessary actions so that, as official notice of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statementissuance; (ixvi) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits Distribution or any of the Transactions for Distributing and other transactions related thereto, including the holders of Distributing Common Stock and Distributing WarrantsSeparation, contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Transaction Document shall have been threatened or be in effect; and; (xvii) Merck shall have received an opinion from Xxxxx & XxXxxxxx LLP and Ernst & Young LLP that is in substance and form satisfactory to Merck in its sole discretion; (viii) no other events or developments shall have occurred, occurred or failed to occur, subsequent to the date of this Agreement exist that, in the judgment of the Distributing Boardboard of directors of Merck, would prevent in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated by this Agreement or any Transaction Document; (ix) the Parties shall have executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Transaction Documents that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; and (x) an independent appraisal firm acceptable to Merck shall have delivered one or more opinions to the board of directors of Merck confirming the solvency and financial viability of Merck and Organon after consummation of the TransactionsDistribution, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock such opinions shall be acceptable to Merck in form and Distributing Warrants, substance in Merck’s sole discretion and such opinions shall not have been withdrawn or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Boardrescinded.

The Conditions. The obligation of Distributing In addition to consummate Xxxxxx’x rights under Section 3.04, the Distribution is subject to shall not occur unless each of the prior following conditions shall have been satisfied (or simultaneous satisfactionwaived by Abbott, in whole or waiver by Distributingin part, in its sole and absolute discretion, of each of the following conditions:): (i) the Distributing Board transfer of the AbbVie Assets (other than any Delayed AbbVie Asset) and AbbVie Liabilities (other than any Delayed AbbVie Liability) contemplated to be transferred from Abbott to AbbVie on or prior to the Distribution Date shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionoccurred as contemplated by Section 2.02; (ii) the Business Separation and the other transactions contemplated by Article II Registration Statement shall have been consummated declared effective by the Commission; no stop-order shall be in accordance effect with this Agreement respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Implementation DocumentsInformation Statement shall have been mailed to the Record Holders; (iii) Distributing Abbott shall have received a private letter ruling (the “PLR”) proceeds from the Internal Revenue Service in a form satisfactory to Distributing AbbVie Cash Distribution and shall be satisfied in its sole and absolute discretion, to the effect discretion that, among other things, the relevant aspects as of the Business Separation and Distribution will qualify for non-recognition of gain Effective Time, it shall have no further Liability whatsoever under the AbbVie Credit Facility or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(Dthe Financing Arrangements (including in connection with any guarantees provided by Abbott or an Abbott Subsidiary thereunder), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal with regard to securities and state securities laws and state blue sky laws Laws of the U.S. United States (and any comparable Laws under any foreign jurisdictions) described in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) Section 3.01 shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viiiv) the Parties AbbVie Common Stock to be distributed in the Distribution shall have takenbeen accepted for listing on the NYSE, or caused subject to be taken, all necessary actions so that, as official notice of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statementissuance; (ixvi) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits Distribution or any of the Transactions for Distributing and other transactions related thereto, including the holders of Distributing Common Stock and Distributing WarrantsSeparation, contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Ancillary Agreement shall have been threatened or be in effect; and; (xvii) Abbott shall have received a private letter ruling from the United States Internal Revenue Service to the effect that, among other things, the Distribution shall qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and certain transactions related to the transfer to AbbVie or certain AbbVie Subsidiaries of certain AbbVie Assets and the assumption by AbbVie or certain AbbVie Subsidiaries of certain of the AbbVie Liabilities in connection with the Separation shall not result in the recognition of any gain or loss to Xxxxxx, AbbVie, certain Abbott Subsidiaries, certain AbbVie Subsidiaries, Xxxxxx’x shareholders or AbbVie’s stockholders for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked or modified in any material respect; (viii) Abbott shall have received an opinion from its outside counsel to the effect that the Separation and the Distribution shall qualify as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Code; (ix) no other events or developments shall have occurred, occurred or failed to occur, subsequent to the date of this Agreement exist that, in the judgment of the Distributing Boardboard of directors of Abbott, would prevent in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated by this Agreement or any Ancillary Agreement; (x) the Parties shall have executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; and (xi) [·], or another independent appraisal firm acceptable to Abbott, shall have delivered one or more opinions to the board of directors of Abbott confirming the solvency and financial viability of Abbott before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing Xxxxxx and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the AbbVie after consummation of the Transactions inadvisable as determined by the Distributing BoardDistribution, and such opinions shall be acceptable to Abbott in form and substance in Xxxxxx’x sole discretion and such opinions shall not have been withdrawn or rescinded.

The Conditions. The obligation of Distributing In addition to consummate CHS’ rights under Section 3.04, the Distribution is subject to shall not occur unless each of the prior following conditions shall have been satisfied (or simultaneous satisfactionwaived by CHS, in whole or waiver by Distributingin part, in its sole and absolute discretion, of each of the following conditions:): (i) the Distributing Board Separation shall have given its final approval been completed in accordance with the Plan of Separation, including the transfer to QHC of the Distribution QHC Assets (other than any Delayed QHC Assets) and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration the assumption by QHC of the DistributionQHC Liabilities (other than any Delayed QHC Liability), as well as the transfer to QHC of the permits, licenses and registrations relating to the Distributing Board shall have declared the DistributionQHC Business, in each case, except for such steps as CHS in its sole and absolute discretiondiscretion shall have determined may be completed after the Distribution Date; (ii) the Business Separation and the other transactions contemplated by Article II Registration Statement shall have been consummated declared effective by the Commission; no stop-order shall be in accordance effect with this Agreement respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Implementation DocumentsInformation Statement shall have been made available to the Record Holders; (iii) Distributing the QHC Financing Transactions shall have received a private letter ruling (been completed and QHC shall have made the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent distributions of cash received and senior notes in lieu of fractional shares, and such PLR shall not have been revoked or materially amendedaccordance with Schedule 2.07; (iv) Distributing the QHC Common Stock to be distributed in the Distribution shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, thatbeen accepted for listing on the NYSE, subject to the accuracy official notice of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional sharesissuance; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the U.S. (and any comparable Laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) shall have been taken, and, where applicable, have become effective or been accepted, each as the case may be; (viii) the Parties shall have taken, or caused to be taken, all necessary actions so that, as of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statement; (ix) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibitionprohibition preventing the consummation of all or any portion of the Distribution or any of the other transactions related thereto, whichincluding the Separation, if contemplated by this Agreement or any Ancillary Agreement shall be pending, threatened, issued or in effect, would prevent and no other event shall have occurred or failed to occur that prevents the consummation of the Transactions, materially limit the benefits all or any portion of the Transactions Distribution; (vi) CHS shall have obtained an opinion from its outside tax advisor that remains in effect as of the distribution date, in form and substance satisfactory to CHS, as to the satisfaction of certain requirements necessary for Distributing the distribution, together with certain related transactions, to qualify as generally tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code; (vii) the CHS Board shall have approved the Separation and the holders of Distributing Common Stock Distribution, which approval may be given or withheld at its absolute and Distributing Warrantssole discretion, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, shall have been threatened or be in effect; and (x) and no other events or developments shall have occurred, occurred or failed to occur, subsequent to the date of this Agreement exist that, in the judgment of the Distributing CHS Board, would prevent in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated by this Agreement or any Ancillary Agreement; (viii) the Parties shall have executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; (ix) an independent appraisal firm acceptable to CHS shall have delivered one or more opinions to the CHS Board confirming the solvency and financial viability of CHS before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing CHS and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the QHC after consummation of the Transactions inadvisable Distribution, and such opinions shall be acceptable to CHS in form and substance in CHS’ sole discretion and such opinions shall not have been withdrawn or rescinded; (x) all permits, registrations and Consents necessary to consummate the Distribution shall have been received; (xi) QHC and/or the designated QHC Subsidiaries shall have received the Transferred Cash Amount; (xii) CHS shall have taken all necessary action, in the judgment of the CHS Board, to cause the board of directors of QHC to consist of the individuals identified in the Information Statement as determined by directors of QHC; and (xiii) all necessary actions shall have been taken to adopt the Distributing BoardCertificate of Incorporation and the By-laws.

The Conditions. The obligation of Distributing In addition to consummate CHS’ rights under Section 3.04, the Distribution is subject to shall not occur unless each of the prior following conditions shall have been satisfied (or simultaneous satisfactionwaived by CHS, in whole or waiver by Distributingin part, in its sole and absolute discretion, of each of the following conditions:): (i) the Distributing Board Separation shall have given its final approval been completed in accordance with the Plan of Separation, including the transfer to QHC of the Distribution QHC Assets (other than any Delayed QHC Assets) and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration the assumption by QHC of the DistributionQHC Liabilities (other than any Delayed QHC Liability), as well as the transfer to QHC of the permits, licenses and registrations relating to the Distributing Board shall have declared the DistributionQHC Business, in each case, except for such steps as CHS in its sole and absolute discretiondiscretion shall have determined may be completed after the Distribution Date; (ii) the Business Separation and the other transactions contemplated by Article II Registration Statement shall have been consummated declared effective by the Commission; no stop-order shall be in accordance effect with this Agreement respect thereto; no Proceeding for that purpose shall have been instituted or threatened by the Commission; and the Implementation DocumentsInformation Statement shall have been mailed to the Record Holders; (iii) Distributing the QHC Financing Transactions shall have received a private letter ruling (been completed and QHC shall have made the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent distributions of cash received and senior notes in lieu of fractional shares, and such PLR shall not have been revoked or materially amendedaccordance with Schedule 2.07; (iv) Distributing the QHC Common Stock to be distributed in the Distribution shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, thatbeen accepted for listing on the NYSE, subject to the accuracy official notice of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional sharesissuance; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the U.S. (and any comparable Laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) shall have been taken, and, where applicable, have become effective or been accepted, each as the case may be; (viii) the Parties shall have taken, or caused to be taken, all necessary actions so that, as of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statement; (ix) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibitionprohibition preventing the consummation of all or any portion of the Distribution or any of the other transactions related thereto, whichincluding the Separation, if contemplated by this Agreement or any Ancillary Agreement shall be pending, threatened, issued or in effect, would prevent and no other event shall have occurred or failed to occur that prevents the consummation of the Transactions, materially limit the benefits all or any portion of the Transactions Distribution; (vi) CHS shall have obtained an opinion from its outside tax advisor that remains in effect as of the distribution date, in form and substance satisfactory to CHS, as to the satisfaction of certain requirements necessary for Distributing the distribution, together with certain related transactions, to qualify as generally tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code; (vii) the CHS Board shall have approved the Separation and the holders of Distributing Common Stock Distribution, which approval may be given or withheld at its absolute and Distributing Warrantssole discretion, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, shall have been threatened or be in effect; and (x) and no other events or developments shall have occurred, occurred or failed to occur, subsequent to the date of this Agreement exist that, in the judgment of the Distributing CHS Board, would prevent in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated by this Agreement or any Ancillary Agreement; (viii) the Parties shall have executed and delivered or, where applicable, shall have caused their respective Subsidiaries to execute and deliver, the Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; (ix) an independent appraisal firm acceptable to CHS shall have delivered one or more opinions to the CHS Board confirming the solvency and financial viability of CHS before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing CHS and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the QHC after consummation of the Transactions inadvisable Distribution, and such opinions shall be acceptable to CHS in form and substance in CHS’ sole discretion and such opinions shall not have been withdrawn or rescinded; (x) all permits, registrations and Consents necessary to consummate the Distribution shall have been received; (xi) QHC and/or the designated QHC Subsidiaries shall have received the Transferred Cash Amount; (xii) CHS shall have taken all necessary action, in the judgment of the CHS Board, to cause the board of directors of QHC to consist of the individuals identified in the Information Statement as determined by directors of QHC; and (xiii) all necessary actions shall have been taken to adopt the Distributing BoardCertificate of Incorporation and the By-laws.

The Conditions. The obligation of Distributing In addition to consummate Xxxxxx'x rights under SECTION 3.04, the Distribution is subject to the prior or simultaneous satisfaction, satisfaction or waiver by Distributing, in its sole and absolute discretion, of each Abbott of the following conditionsshall be conditions to Xxxxxx'x obligation to effect the Separation and the Distribution: (i) the Distributing Board Registration Statement shall have given its final approval of been declared effective by the Distribution Commission, and all related transactions (there shall be no stop-order in effect with respect thereto and such approval no Proceeding for that purpose shall not have been withdrawn, whether before or after declaration of instituted by the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionCommission; (ii) the Business Separation and the other transactions contemplated by Article II Abbott shall have been consummated received the proceeds of the borrowings under the Financing Agreements and shall be satisfied in accordance with this Agreement and its sole discretion that as of the Implementation DocumentsEffective Time it will have no further liability or obligation whatsoever under the Financing Agreements; (iii) Distributing shall have received a private letter ruling (the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and with regard to state securities laws and state blue sky laws of the U.S. United States (and any comparable Laws laws under any foreign jurisdictions) described in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) SECTION 3.01 shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viiiiv) the Parties Hospira Common Stock to be distributed in the Distribution shall have takenbeen accepted for listing on the NYSE, or caused subject to be taken, all necessary actions so that, as official notice of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statementdistribution; (ixv) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, transactions contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Ancillary Agreement shall have been threatened or in effect; (vi) the private letter ruling from the Internal Revenue Service dated December 4, 2003 shall continue in effect, to the effect that, among other things, the Distribution will qualify as a tax-free distribution for U.S. federal income tax purposes under section 355 of the Code and certain transactions related to the transfer to Hospira or certain of its Subsidiaries of certain Hospira Assets and the assumption by Hospira or certain of its Subsidiaries of certain of the Hospira Liabilities in connection with the Separation will not result in the recognition of any gain or loss to Abbott, Hospira, certain Abbott Subsidiaries, certain Hospira Subsidiaries, Xxxxxx'x shareholders or Hospira's stockholders for U.S. federal income tax purposes; (vii) any Consents necessary to consummate the Distribution and the transactions contemplated by this Agreement to be consummated on or prior to the Effective Time shall have been obtained and be in full force and effect; and; (xviii) no other events or developments shall have occurred, or failed to occur, occurred subsequent to the date hereof that Abbott believes, in its sole discretion, could result in an adverse effect on Abbott or on the shareholders of Abbott; (ix) the Parties shall have performed and complied with all of their respective covenants, obligations and agreements contained in this Agreement thatand required to be performed or complied with by them on or prior to the Effective Time; (x) the Parties shall have executed and delivered or, in where applicable, shall have caused their respective Subsidiaries to execute and deliver, the judgment Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; (xi) Xxxxxx Xxxxxxx & Co., Incorporated, or another independent financial adviser acceptable to Abbott, shall have delivered its opinion to the board of directors of Abbott confirming the fairness from a financial point of view to the holders of Abbott Common Shares of the Distributing BoardDistribution, would prevent and such opinion shall be acceptable to Abbott in form and substance in Xxxxxx'x sole discretion and such opinion shall not have been withdrawn or rescinded; and (xii) Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc., or another independent appraisal firm acceptable to Abbott, shall have delivered one or more opinions to the board of directors of Abbott confirming the solvency and financial viability of Abbott before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing Abbott and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the Hospira after consummation of the Transactions inadvisable as determined by the Distributing BoardDistribution, and such opinions shall be acceptable to Abbott in form and substance in Xxxxxx'x sole discretion and such opinions shall not have been withdrawn or rescinded.

The Conditions. The obligation of Distributing to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Distributing, in its sole and absolute discretion, of each of the following conditions: (i) the The Distributing Board shall have given its final approval of the Distribution and all related transactions (and such approval shall not have been withdrawn, whether before or after declaration of the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretion; (ii) the Business Separation and the other transactions contemplated by Article II shall have been consummated in accordance with this Agreement and the Implementation Documents; (iii) Distributing shall have received a private letter ruling from the Internal Revenue Service which, together with all supplements (the “PLR”) from the Internal Revenue Service ), is in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation TG Operating Entities Contribution and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing Distributing and their respective stockholders, warrantholders and Subsidiaries its stockholders under Sections 368(a)(1)(D), ) and 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR PLR, as so supplemented, shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation TG Operating Entities Contribution and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing Distributing and their respective stockholders, warrantholders and Subsidiaries its stockholders pursuant to Sections 368(a)(1)(D), ) and 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing TG Information Statement shall have been delivered to the Persons who are holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi3.2(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky laws of the U.S. (and any comparable Laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) shall have been taken, and, where applicable, have become effective or been accepted, each as the case may be; (viii) the certificate of incorporation and the by-laws of Controlled shall be amended and restated to, among other things, include certain transfer restrictions; (ix) the Existing Distributing Stockholders Agreement shall be amended and restated to, among other things, include certain transfer restrictions contemplated by the PLR; (x) the Controlled Stockholders Agreement, the TG Consulting Agreement, the TG Registration Rights Agreement and the TG Indemnification Agreement shall have been duly executed and delivered and shall be in full force and effect; (xi) the Parties shall have takentake, or caused cause to be taken, all necessary actions so that, as of the Distribution Date, the officers and directors of Publishing Controlled will be as set forth in the Publishing TG Information Statement; (ixxii) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrantsits stockholders, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, shall have been threatened or be in effect; and (xxiii) no other events or developments shall have occurred, or failed to occur, subsequent to the date of this Agreement that, in the judgment of the Distributing Board, would prevent the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrantsits stockholders, or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board.

The Conditions. The obligation of Distributing In addition to consummate Xxxxxx’x rights under Section 3.04, the Distribution is subject to the prior or simultaneous satisfaction, satisfaction or waiver by Distributing, in its sole and absolute discretion, of each Abbott of the following conditionsshall be conditions to Xxxxxx’x obligation to effect the Separation and the Distribution: (i) the Distributing Board Registration Statement shall have given its final approval of been declared effective by the Distribution Commission, and all related transactions (there shall be no stop-order in effect with respect thereto and such approval no Proceeding for that purpose shall not have been withdrawn, whether before or after declaration of instituted by the Distribution), and the Distributing Board shall have declared the Distribution, in each case, in its sole and absolute discretionCommission; (ii) the Business Separation and the other transactions contemplated by Article II Abbott shall have been consummated received the proceeds of the borrowings under the Financing Agreements and shall be satisfied in accordance with this Agreement and its sole discretion that as of the Implementation DocumentsEffective Time it will have no further liability or obligation whatsoever under the Financing Agreements; (iii) Distributing shall have received a private letter ruling (the “PLR”) from the Internal Revenue Service in a form satisfactory to Distributing in its sole and absolute discretion, to the effect that, among other things, the relevant aspects of the Business Separation and Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries under Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares, and such PLR shall not have been revoked or materially amended; (iv) Distributing shall have received an opinion from Debevoise & Xxxxxxxx LLP, in form and substance satisfactory to Distributing in its sole and absolute discretion, that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the relevant aspects of the Business Separation and the Distribution will qualify for non-recognition of gain or loss to Distributing, Publishing and their respective stockholders, warrantholders and Subsidiaries pursuant to Sections 368(a)(1)(D), 355 and 361 of the Code, except to the extent of cash received in lieu of fractional shares; (v) the Ancillary 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 Distribution; (vi) the Publishing Information Statement shall have been delivered to holders of Distributing Common Stock and Distributing Warrants as of the close of business on the Record Date (the “Distributing Record Holders”), which for purposes of this Section 3.2(a)(vi) includes electronic delivery where not prohibited by Law; (vii) the actions and filings necessary or appropriate under applicable federal and with regard to state securities laws and state blue sky laws of the U.S. United States (and any comparable Laws laws under any foreign jurisdictions) described in connection with the Distribution (including, if applicable, any actions and filings relating to the Publishing Information Statement) Section 3.01 shall have been taken, taken and, where applicable, shall have become effective or been accepted, each as the case may be; (viiiiv) the Parties Hospira Common Stock to be distributed in the Distribution shall have takenbeen accepted for listing on the NYSE, or caused subject to be taken, all necessary actions so that, as official notice of the Distribution Date, the officers and directors of Publishing will be as set forth in the Publishing Information Statementdistribution; (ixv) no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which, if in effect, would prevent prohibition preventing the consummation of the Transactions, materially limit the benefits of the Transactions for Distributing and the holders of Distributing Common Stock and Distributing Warrants, transactions contemplated by this Agreement or otherwise make the consummation of the Transactions inadvisable as determined by the Distributing Board, any Ancillary Agreement shall have been threatened or in effect; (vi) the private letter ruling from the Internal Revenue Service dated December 4, 2003 shall continue in effect, to the effect that, among other things, the Distribution will qualify as a tax-free distribution for U.S. federal income tax purposes under section 355 of the Code and certain transactions related to the transfer to Hospira or certain of its Subsidiaries of certain Hospira Assets and the assumption by Hospira or certain of its Subsidiaries of certain of the Hospira Liabilities in connection with the Separation will not result in the recognition of any gain or loss to Abbott, Hospira, certain Abbott Subsidiaries, certain Hospira Subsidiaries, Xxxxxx’x shareholders or Hospira’s stockholders for U.S. federal income tax purposes; (vii) any Consents necessary to consummate the Distribution and the transactions contemplated by this Agreement to be consummated on or prior to the Effective Time shall have been obtained and be in full force and effect; and; (xviii) no other events or developments shall have occurred, or failed to occur, occurred subsequent to the date hereof that Abbott believes, in its sole discretion, could result in an adverse effect on Abbott or on the shareholders of Abbott; (ix) the Parties shall have performed and complied with all of their respective covenants, obligations and agreements contained in this Agreement thatand required to be performed or complied with by them on or prior to the Effective Time; (x) the Parties shall have executed and delivered or, in where applicable, shall have caused their respective Subsidiaries to execute and deliver, the judgment Ancillary Agreements that are contemplated by this Agreement to be executed and delivered on or prior to the Effective Time; (xi) Xxxxxx Xxxxxxx & Co., Incorporated, or another independent financial adviser acceptable to Abbott, shall have delivered its opinion to the board of directors of Abbott confirming the fairness from a financial point of view to the holders of Abbott Common Shares of the Distributing BoardDistribution, would prevent and such opinion shall be acceptable to Abbott in form and substance in Xxxxxx’x sole discretion and such opinion shall not have been withdrawn or rescinded; and (xii) Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc., or another independent appraisal firm acceptable to Abbott, shall have delivered one or more opinions to the board of directors of Abbott confirming the solvency and financial viability of Abbott before the consummation of the Transactions, materially limit the benefits Distribution and each of the Transactions for Distributing Abbott and the holders of Distributing Common Stock and Distributing Warrants, or otherwise make the Hospira after consummation of the Transactions inadvisable as determined by the Distributing BoardDistribution, and such opinions shall be acceptable to Abbott in form and substance in Xxxxxx’x sole discretion and such opinions shall not have been withdrawn or rescinded.