Common use of The Distribution or Other Disposition Clause in Contracts

The Distribution or Other Disposition. (a) Pfizer shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Pfizer determines to proceed with the Distribution or Other Disposition, Pfizer may at any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition. (b) The Company shall cooperate with Pfizer in all respects to accomplish the Distribution or Other Disposition and shall, at Pfizer’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, without limitation, the registration under the Securities Act of the offering of Class B Common Stock on an appropriate registration form or forms to be designated by Pfizer and the filing of any necessary documents pursuant to the Exchange Act. Pfizer shall select any investment bank, manager, underwriter or dealer manager in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. The Company and Pfizer, as the case may be, will provide to the exchange agent all share certificates and any information required in order to complete the Distribution or Other Disposition.

The Distribution or Other Disposition. (a) Pfizer Xxxxxxx shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Pfizer Xxxxxxx determines to proceed with the Distribution or Other Disposition, Pfizer Xxxxxxx may at any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition. (b) The Company Envista shall cooperate with Pfizer Xxxxxxx in all respects to accomplish the Distribution or Other Disposition and shall, at Pfizer’s Xxxxxxx’x direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, without limitation, the registration under the Securities Act of the offering of Class B the Common Stock on an appropriate registration form or forms to be designated by Pfizer Xxxxxxx and the filing of any necessary documents pursuant to the Exchange Act. Pfizer Xxxxxxx shall select any investment bankbank(s), managermanager(s), underwriter underwriter(s) or dealer manager dealer-manager(s) in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. The Company Envista and PfizerXxxxxxx, as the case may be, will provide to the exchange agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated) and any information required in order to complete the Distribution or Other Disposition.

The Distribution or Other Disposition. (a) Pfizer shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Pfizer determines to proceed with the Distribution or Other Disposition, Pfizer may at any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition. (b) The Company shall cooperate with Pfizer in all respects to accomplish the Distribution or Other Disposition and shall, at Pfizer’s 's direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, without limitation, the registration under the Securities Act of the offering of Class B Common Stock on an appropriate registration form or forms to be designated by Pfizer and the filing of any necessary documents pursuant to the Exchange Act. Pfizer shall select any investment bank, manager, underwriter or dealer manager in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. The Company and Pfizer, as the case may be, will provide to the exchange agent all share certificates and any information required in order to complete the Distribution or Other Disposition.

The Distribution or Other Disposition. (a) Pfizer Fortive shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Pfizer Fortive determines to proceed with the Distribution or Other Disposition, Pfizer Fortive may at any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, without limitation, including by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition. (b) The Company Vontier shall cooperate with Pfizer Fortive in all respects to accomplish the Distribution or Other Disposition and shall, at PfizerFortive’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, without limitation, including the registration under the Securities Act of the offering of Class B the Vontier Common Stock on an appropriate registration form or forms to be designated by Pfizer Fortive and the filing of any necessary documents pursuant to the Exchange Act. Pfizer Fortive shall select any investment bankbank(s), managermanager(s), underwriter underwriter(s) or dealer manager dealer-manager(s) in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. The Company Vontier and PfizerFortive, as the case may be, will provide to the exchange agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated) and any information required in order to complete the Distribution or Other Disposition.