Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:
Appears in 11 contracts
Samples: Separation and Distribution Agreement (GE Vernova LLC), Separation and Distribution Agreement (Kyndryl Holdings, Inc.), Separation and Distribution Agreement (GE Healthcare Holding LLC)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentTWX, of the following conditions:
Appears in 7 contracts
Samples: Separation and Distribution Agreement (Time Warner Inc.), Separation and Distribution Agreement (Time Inc.), Separation and Distribution Agreement (AOL Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentNuance, of the following conditions:
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Cerence LLC), Separation and Distribution Agreement (Cerence Inc.), Separation and Distribution Agreement (Nuance Communications, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentHoneywell, of the following conditions:
Appears in 5 contracts
Samples: Separation and Distribution Agreement (AdvanSix Inc.), Separation and Distribution Agreement (Garrett Motion Inc.), Separation and Distribution Agreement (AdvanSix Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.036.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentHoneywell, of the following conditions:
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.), Separation and Distribution Agreement (Resideo Technologies, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.03, following the consummation of the Merger and as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentNeurotrope, of the following conditions:
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Synaptogenix, Inc.), Separation and Distribution Agreement (Neurotrope, Inc.), Separation and Distribution Agreement (Neurotrope Bioscience, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentDTE Energy, of the following conditions:
Appears in 3 contracts
Samples: Separation and Distribution Agreement (DT Midstream, Inc.), Separation and Distribution Agreement (Dte Energy Co), Separation and Distribution Agreement (DT Midstream, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentB&N, of the following conditions:
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Barnes & Noble Education, Inc.), Separation and Distribution Agreement (Barnes & Noble Education, Inc.), Separation and Distribution Agreement (Barnes & Noble Inc)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.1(c), as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentViamet, of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Viamet Pharmaceuticals Holdings LLC), License Agreement (Viamet Pharmaceuticals Holdings LLC)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentSHLD, of the following conditions:
Appears in 2 contracts
Samples: Distribution Agreement (Orchard Supply Hardware Stores Corp), Distribution Agreement (Orchard Supply Hardware Stores Corp)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.035.02, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentXxxxxx, of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Graham Holdings Co), Separation and Distribution Agreement (Cable One, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, subject to Section 4.03, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentBrink’s, of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.), Separation and Distribution Agreement (Brink's Home Security Holdings, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentXerox, of the following conditions:
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Xerox Corp), Separation and Distribution Agreement (CONDUENT Inc)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentXxxxxx, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Cable One, Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.034.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentCompany, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Wytec International Inc)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as (a) As soon as practicable after the date of this Agreement, the Parties parties hereto shall use their reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentAstronics, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Mod Pac Corp)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentVista Outdoor, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Outdoor Products Spinco Inc.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as As soon as practicable after the date of this Agreement, subject to Section 4.02, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentBrink’s, of the following conditions:
Appears in 1 contract
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentHCMC, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Healthy Choice Wellness Corp.)
Conditions Precedent to Consummation of the Distribution. Subject to Section 5.035.04, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by ParentB&N, of the following conditions:
Appears in 1 contract
Samples: Separation and Distribution Agreement (Barnes & Noble Education, Inc.)
