Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Covidien in its sole and absolute discretion, of the following conditions:
Conditions to Distribution. Subject to Section 3.2, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Board of Directors of Parent to waive or not waive any such condition:
Conditions to Distribution. Subject to Section 4.4, the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Dover in its sole discretion). The conditions are for the sole benefit of Dover and shall not give rise to or create any duty on the part of Dover or the Board of Directors of Dover to waive or not waive any such condition. Any determination made by Dover prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto.
Conditions to Distribution. The FAF Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to satisfaction of each of the following conditions, among other things: (a) the consummation of the Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to the Board of Directors of FAF; (c) the establishment of separate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, licenses and the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that, among other things, the Distribution will qualify as a tax-free distribution for Federal income tax purposes under Section 355 of the Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other things, the Distribution will constitute such a tax-free distribution under Section 355 of the Code; (f) the Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution Date. 2.3
Conditions to Distribution. 26 Section 3.05
Conditions to Distribution. Subject to Section 4.4, the obligation of DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by DuPont, in its sole and absolute discretion, of the following conditions. None of Chemours, any other member of the Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board. Any determination made by DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of DuPont and shall not give rise to or create any duty on the part of DuPont or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:
Conditions to Distribution. The obligation of Air Products to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Air Products, in its sole and absolute discretion, of the following conditions. None of Versum, any other member of the Versum Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Air Products Board. Any determination made by Air Products prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Air Products and shall not give rise to or create any duty on the part of Air Products or the Air Products Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:
Conditions to Distribution. The consummation of the Distribution will be subject to the satisfaction, or waiver by RemainCo in its sole and absolute discretion, of the conditions set forth in this Section 2.03; any determination by RemainCo regarding the satisfaction or waiver of any of such conditions will be conclusive:
Conditions to Distribution. Subject to Section 3.4, the obligation of Xxxxxxx to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by Xxxxxxx, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Xxxxxxx Board. Any determination made by Xxxxxxx prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Xxxxxxx and shall not give rise to or create any duty on the part of Xxxxxxx or the Xxxxxxx Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:
Conditions to Distribution. (a) The consummation of the Fountain Distribution shall be conditioned upon the satisfaction (or waiver by Trident) of each of the conditions to Trident’s obligation to effect the Closing of the transactions contemplated by the Merger Agreement, as provided in Section 6.01 and Section 6.03 of the Merger Agreement (other than those conditions that, by their nature, are to be satisfied between 12:01 a.m., Eastern Standard Time, on the Closing Date and the Closing or contemporaneously with the Closing and other than the condition set forth in Section 6.01(b)(2) of the Merger Agreement, (b) Trident shall have irrevocably confirmed to Patriot in writing that as of such date each condition to Trident’s, Fountain’s, AcquisitionCo’s and Merger Sub’s obligation to effect the Closing of the transactions contemplated by the Merger Agreement, as provided in Section 6.01 and Section 6.02 of the Merger Agreement, shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied between 12:01 a.m., Eastern Standard Time, on the Fountain Distribution Date and Closing or contemporaneously with the Closing and other than the condition set forth in Section 6.01(b)(2) of the Merger Agreement)and that it is prepared to proceed with the Merger and (c) Patriot shall have irrevocably confirmed to Trident in writing that as of such date each condition to Patriot’s obligation to effect the Closing of the transactions contemplated by the Merger Agreement, as provided in Section 6.01 and Section 6.02 of the Merger Agreement, shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied between 12:01 a.m., Eastern Standard Time, on the Fountain Distribution Date and Closing or contemporaneously with the Closing and other than the condition set forth in Section 6.01(b)(2) of the Merger Agreement) and that it is prepared to proceed with the Merger.
