Common use of CONDITIONS TO SPLIT-OFF Clause in Contracts

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. (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 nono material adverse effect on A&S or the A&S Business and (2) Parent agrees to indemnify A&S pursuant to the provisions of Article V hereof with respect to any Indemnifiable Losses which result from any material adverse effect on A&S or the A&S Business which results directly from such waiver, and (y) the Company may not waive any of the conditions set forth in Sections 10.1(a)(i) through 10.1(a)(vi) above without first obtaining the prior written consent of Parent. The respective obligations of each party hereto to perform those of its obligations which are to be performed following consummation of the Split-Off, shall be conditioned on the consummation of the Split-Off in accordance with the provisions of this Agreement.