CONDITIONS TO SPLIT-OFF Clause Samples
CONDITIONS TO SPLIT-OFF. (a) The obligations of each of the Company and A&S to effect the Split-Off (other than those obligations which are normally expected to precede the Split-Off) shall be subject to the satisfaction of the following conditions: (i) the Purchaser shall have notified the Company that it is prepared to immediately accept for payment shares of Company Common Stock pursuant to the terms and conditions of the Merger Agreement, (ii) the Form S-1 (or the registration statement referred to in Section 3.1(a) hereof) shall have been declared effective by the SEC, (iii) no Court Order or Law shall have been enacted, promulgated, issued or entered against any of the parties hereto which (x) prohibits or materially restricts consummation of any of the transactions contemplated by this Agreement and (y) remains in effect as of the date on which the satisfaction of this condition is determined, (iv) the Company and the Retained Subsidiaries (other than A&S) shall have obtained all consents required to be obtained by the Company as a result of or in connection with the transactions contemplated by this Agreement in order to avoid a material default under any material contract or agreement to or by which the Company or any of their respective Subsidiaries is a party or may be bound, or otherwise necessary to permit the Company and each of the Retained Subsidiaries to conduct their business in a manner consistent with its past practices, (v) A&S shall have declared the Company Dividend and paid the Initial Distribution, and (vi) all consents and approvals of, and notices to and filings with, any Governmental Entity or any other person or entity arising out of or relating to the consummation of the transactions contemplated by this Agreement, shall have been obtained or made (as the case may be).
(b) The parties hereto acknowledge and agree that (x) Parent may waive, on behalf of all parties hereto, the conditions set forth in clauses (iii), (iv) and (vi) of Section 10.1(a) above so long as (1) Parent reasonably believes that consummation of the Split-Off at such time will have no
CONDITIONS TO SPLIT-OFF. The obligation of the Company to consummate the Split-Off is subject to the occurrence of (i) the Closing in accordance with the terms of the Merger Agreement and (ii) the Partial Payoff, including the release of any and all Encumbrances on the SplitCo Assets in connection therewith, in accordance with the terms of the Payoff Letter.
CONDITIONS TO SPLIT-OFF. Nonwaivable Condition Precedent to the Respective Obligations of AT&T and LMC. The respective obligations of AT&T and LMC to consummate the transactions contemplated hereby, including the Split Off, are subject to the satisfaction at or prior to the Effective Time, as applicable, of the following condition, which condition may not be waived by AT&T and LMC: AT&T shall have obtained a private letter ruling with respect to the U.S. federal income tax consequences of the Split Off, in form and substance reasonably satisfactory to AT&T and LMC, which, as of the Effective Time, shall not have been revoked in whole or in part nor modified in any manner, in each case materially adverse to AT&T, LMC or the holders of the AT&T Liberty Tracking Shares, and all transactions described in such ruling that are to be taken prior to the Effective Time shall have been taken prior to, and be in effect as of, the Effective Time. Each of AT&T and LMC hereby acknowledges that the IRS Ruling is reasonably satisfactory to it for purposes of the foregoing condition.