Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:
Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Xxxxxx Xxx Board in its sole and absolute discretion, of the following conditions:
Conditions to the Distribution. (a) The consummation of the Distribution shall be subject to the satisfaction, or, to the extent permitted by applicable Law, waiver by KAR in its sole and absolute discretion, of the following conditions:
Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions:
Conditions to the Distribution. The consummation of the Distribution shall be subject to the satisfaction or waiver by Aptiv in its sole and absolute discretion, of the following conditions:
Conditions to the Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by the Company in its sole and absolute discretion, of the following conditions:
Conditions to the Distribution. The obligation of Xxxxxxxx-Xxxxx to effect the Distribution is subject to the satisfaction or the waiver by Xxxxxxxx-Xxxxx of each of the following conditions:
Conditions to the Distribution. The Premark Board shall in its ------------------------------ discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Premark Board in its sole discretion: (i) Premark shall have received the Tax Ruling or an acceptable opinion of tax counsel indicating that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and such Tax Ruling or such acceptable opinion of tax counsel shall be in full force and effect and shall not have been modified or amended in any respect adversely affecting the tax consequences set forth therein; (ii) the Premark Board shall have given final approval of the Distribution; (iii) all material consents which are required to effect the Distribution shall have been received; (iv) the Form 10 shall have been declared effective by the Commission; (v) the Tupperware Board, composed as contemplated by Section 3.03, shall have been duly elected; (vi) the Certificate of Incorporation, the By-Laws and the Rights Plan shall each have been adopted and be in effect; (vii) the Tupperware Common Stock shall have been approved for listing upon notice of issuance on the NYSE and any other exchange selected by Tupperware pursuant to Section 2.02(d); (viii) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; (ix) Premark and Tupperware shall have entered into each of the Ancillary Agreements and each such agreement shall be in full force and effect; (x) the No-action Letter shall have been issued and shall be in full force and effect; and (xi) no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution shall be in effect; provided that the satisfaction of such -------- conditions shall not create any obligation on the part of Premark or any other party hereto to effect the Distribution or in any way limit Premark's power of termination set forth in Section 6.10 or alter the consequences of any such termination from those specified in such Section. ARTICLE III
Conditions to the Distribution. The obligations of the Parties to consummate the Distribution will be conditioned on the satisfaction, or waiver by the TriMas Board, of the following conditions:
Conditions to the Distribution. The obligations of Verizon pursuant to this Agreement to effect the Distribution shall be subject to the fulfillment (or waiver by Verizon) on or prior to the Distribution Date (provided that certain of such conditions will occur substantially contemporaneously with the Distribution) of each of the conditions set forth in Section 2.4 hereof and in Section 8.1 and Section 8.2 of the Merger Agreement (except the consummation of the Contribution and the Distribution).
