Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (f) the SpinCo Common Shares to be delivered in the Distribution shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Toro will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) ▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreements.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the Vector Board’s waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeefollowing conditions: (a) the Special CommitteeVector Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Spinco and (iii) the Distribution, and will not have withdrawn its recommendation that the Transactions be approved by the Toro Board authorization and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) the independent and disinterested members Vector Board will have declared the Distribution of 100% of the Toro Board will not have withdrawn the Toro Board’s authorization outstanding shares of Spinco Common Stock to holders Vector Common Stock (including Vector Common Stock underlying outstanding stock option awards and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Timerestricted stock awards); (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Spinco’s Registration Statement on Form 20-F S-1 effective under the Exchange Securities Act, no stop order suspending the effectiveness of the Form 20-F Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (fd) the SpinCo Spinco Common Shares Stock to be delivered in the Distribution shall have been approved for listing on NASDAQNYSE, subject to official notice of distribution; (e) the Plan of Reorganization will have been completed; (f) Vector shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Vector Board, regarding the U.S. federal income Tax treatment of the Distribution and certain related transactions; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Toro Vector will have occurred or failed to occur that prevents the consummation of the Distribution; and; (h) ▇▇▇▇ no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the Vector Board, would result in the Distribution having a material adverse effect on Vector or its stockholders; (i) Vector and SpinCo Spinco will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Employee Matters Agreement, the Transition Services Agreement and all other Ancillary AgreementsAgreements related to the Distribution; and (j) the actions set forth in Section 3.1, Section 3.2, and Section 3.3 shall have been completed.

Conditions to the Distribution. (a) The consummation of the Distribution is will be subject to the satisfaction satisfaction, or waiver, in whole or in part, by VSI in its sole and absolute discretion, of the following conditions or the waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeeconditions: (ai) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions The Internal Restructuring will have been completed;consummated in all material respects (subject to Section 2.2). (dii) The New CIS Canada Transfer and the execution of the Transfer and Assignment Agreement will have been consummated in all material Consents required respects (subject to Section 2.2). (iii) All corporate or other action necessary in connection with order to execute, deliver and perform this Agreement and to consummate the Transactions shall transactions contemplated hereby by each Party will have been received and be in full force and effect;obtained. (eiv) VSI will have received an opinion of ▇▇▇▇▇ Day that the Distribution will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code to VSI and the stockholders of VSI. (v) VSI will have received final tax rulings from the Israeli Tax Authority (each such ruling, an “ITA Ruling”) providing that, for Israeli income tax purposes, the Distribution and the Separation, subject to the terms of the applicable ITA Ruling, are generally tax-free to VSI, SpinCo and VSI’s stockholders, and confirming certain matters with respect to the treatment of equity awards under the Parent Equity Plans as referred to in the Employment Matters Agreement. (vi) VSI will have received from the United States Internal Revenue Service (1) a “transactional ruling” within the meaning of Rev. Proc. 2017-52 consistent with qualification of the Separation and Distribution under sections 368(a)(1)(D) and 355 of the Code, and (2) a ruling that SpinCo will be treated as a domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code. (vii) The SEC will have declared effective the Form 20-F effective under the Exchange Act, F; no stop order suspending the effectiveness of the Form 20-F will be in effect, ; and no proceedings for that purpose such purposes will be pending before or threatened by the SEC;. (fviii) Copies of the SpinCo Common Shares Form 20-F will have been mailed to be delivered in the Record Holders. (ix) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws (and any comparable Laws under any foreign jurisdiction) and the rules and regulations thereunder will have been taken or made, and, where applicable, will have become effective or been accepted. (x) Any Governmental Approvals required for the consummation of the Separation and the Distribution shall will have been approved for listing on NASDAQ;obtained. (gxi) no No order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity Governmental Authority of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto will be in effect, and no other event outside . (xii) The SpinCo Shares to be distributed to the control stockholders of Toro VSI in the Distribution will have occurred been accepted for listing on NASDAQ, subject to official notice of issuance. (xiii) Each of the Ancillary Agreements will have been duly executed and delivered by the applicable parties thereto. (xiv) An independent valuation firm will have delivered one or failed more opinions to occur that prevents the VSI Board confirming the solvency and financial viability of each of VSI and SpinCo immediately after the consummation of the Distribution; and, and such opinions will be acceptable to VSI in form and substance in VSI’s sole discretion, and such opinions will not have been withdrawn, rescinded or modified in any respect. (hxv) ▇▇▇▇ If, and SpinCo to the extent, required by applicable Law, VSI will have, and will have executed procured that any applicable Subsidiary will have, informed, consulted or more generally involved any relevant employee representative bodies in connection with the Separation, the Distribution or the other transactions contemplated hereby. (xvi) No other event or development will have occurred or will exist (including any material breach of the representations, warranties, covenants or agreements of this Agreement) that, in the judgment of the VSI Board, in its sole discretion, makes it inadvisable to effect the Separation, the Distribution or the other transactions contemplated hereby. (b) The foregoing conditions are for the sole benefit of VSI and delivered will not give rise to or create any duty on the part of VSI or the VSI Board to waive or not waive any such condition or in any way limit VSI’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the VSI Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) will be conclusive and all other Ancillary Agreementsbinding on the Parties.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the Vector Board’s waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeefollowing conditions: (a) the Special CommitteeVector Board will, in its sole and absolute discretion, have authorized and approved (i) the Plan of Reorganization, (ii) any other transfers of Assets and assumptions of Liabilities contemplated by this Agreement and any related agreements with respect to Spinco and (iii) the Distribution, and will not have withdrawn its recommendation that the Transactions be approved by the Toro Board authorization and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) the independent and disinterested members Vector Board will have declared the Distribution of 100% of the Toro Board will not have withdrawn the Toro Board’s authorization outstanding shares of Spinco Common Stock to holders Vector Common Stock (including Vector Common Stock underlying outstanding stock option awards and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Timerestricted stock awards); (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions shall have been received and be in full force and effect; (e) the SEC will have declared the Spinco’s Registration Statement on Form 20-F 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F Registration Statement will be in effect, and no proceedings for that purpose will be pending before or threatened by the SEC; (fd) the SpinCo Spinco Common Shares Stock to be delivered in the Distribution shall have been approved for listing on NASDAQNYSE, subject to official notice of distribution; (e) the Plan of Reorganization will have been completed; (f) Vector shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Vector Board, regarding the U.S. federal income Tax treatment of the Distribution and certain related transactions; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Toro Vector will have occurred or failed to occur that prevents the consummation of the Distribution; and; (h) ▇▇▇▇ no events or developments will have occurred or shall exist prior to the Distribution that, in the judgment of the Vector Board, would result in the Distribution having a material adverse effect on Vector or its stockholders; (i) Vector and SpinCo Spinco will have executed and delivered this Agreement, the Tax Disaffiliation Agreement, the Employee Matters Agreement, the Transition Services Agreement and all other Ancillary AgreementsAgreements related to the Distribution; and (j) the actions set forth in Section 3.1, Section 3.2, and Section 3.3 shall have been completed.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions ▇▇▇▇▇▇▇ Board. The ▇▇▇▇▇▇▇ Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Toro Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions 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 ▇▇▇▇▇▇▇ Board in its sole discretion: (1) the ▇▇▇▇▇▇▇ Board shall have formally approved the Distribution; (2) the Midas Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin- off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to ▇▇▇▇▇▇▇ in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Midas, comprised as contemplated by Section 3.06(a), shall have been approved duly elected; (5) the Midas Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Toro will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) provided, however, that the satisfaction of such conditions shall not create any obligation on the part of ▇▇▇▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsto effect the Distribution or in any way limit ▇▇▇▇▇▇▇'▇ power of termination set forth in Section 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The obligations of the Parties to consummate the Distribution is subject to will be conditioned on the satisfaction satisfaction, or waiver by the ConAgra Board, of the following conditions or the waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeeconditions: (a) The ConAgra Board, in its sole and absolute discretion, shall have authorized and approved the Special Committee, will Separation and the Distribution and shall not have withdrawn its recommendation that the Transactions be approved by the Toro Board such authorization and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) The ConAgra Board shall have declared the independent and disinterested members dividend of SpinCo Common Stock to the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant TimeRecord Holders; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions The Commission shall have been received and be in full force and effect; (e) the SEC will have declared the Form 20-F 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will 10 shall be in effect, and no proceedings for that such purpose will shall be pending before or threatened by the SECCommission; (d) The NYSE or another national securities exchange approved by the ConAgra Board shall have accepted the SpinCo Common Stock for listing, subject to official notice of issuance; (e) The Internal Restructuring and the LW Transfer shall have been consummated in all material respects; (f) the SpinCo Common Shares to be delivered in the Distribution ConAgra shall have been approved received a written opinion from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, tax counsel to ConAgra, to the effect that (i) the LW Transfer, taken together with the Distribution, will qualify as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, and that each of ConAgra and SpinCo will be a party to the reorganization within the meaning of Section 368(b) of the Code, (ii) the Distribution, as such, will qualify as a distribution of SpinCo stock to ConAgra’s shareholders pursuant to Section 355 of the Code and (iii) the Special Cash Payment will qualify as money distributed to ConAgra creditors or shareholders in connection with the reorganization for listing on NASDAQpurposes of Section 361(b) of the Code; (g) no ConAgra shall have received a written opinion from a nationally recognized financial advisory firm as may be reasonably selected by the ConAgra Board that, as of the Distribution Date, (i) SpinCo will not be insolvent, (ii) SpinCo will not be left with unreasonably small capital, (iii) SpinCo will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of SpinCo will not be impaired; (h) No order, injunction or decree that would prevent the consummation of the Distribution will shall be threatened, pending or issued (and still in effect) effect by any governmental entity Governmental Authority of competent jurisdictionauthority, no other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, and no other event outside the control of Toro will ConAgra shall have occurred or failed to occur that prevents the consummation of the Distribution; (i) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the ConAgra Board, would result in the Distribution having a material adverse effect on ConAgra or ConAgra’s stockholders; and (j) The actions set forth in Section 2.01(b), (c), (g), (h) ▇▇▇▇ and SpinCo (i) shall have been completed in all material respects. The foregoing conditions may be waived only by the ConAgra Board, in its sole and absolute discretion, are for the sole benefit of ConAgra and will have executed and delivered not give rise to or create any duty on the party of the ConAgra Board to waive or not waive such conditions or in any way limit the right of termination of this Agreement and set forth in Section 6.02 or alter the consequences of any such termination from those specified in Section 6.02. Any determination made by the ConAgra Board prior to the Distribution concerning the satisfaction or waiver of any or all other Ancillary Agreementsof the conditions set forth in this Section 2.02 will be conclusive.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions ▇▇▇▇▇▇▇ Board. The ▇▇▇▇▇▇▇ Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Toro Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions 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 ▇▇▇▇▇▇▇ Board in its sole discretion: (1) the ▇▇▇▇▇▇▇ Board shall have formally approved the Distribution; (2) the Hussmann Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to ▇▇▇▇▇▇▇ in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Hussmann, comprised as contemplated by SECTION 3.06(a), shall have been approved duly elected; (5) the Hussmann Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by SECTION 3.01 and SECTION 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Toro will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) PROVIDED, HOWEVER, that the satisfaction of such conditions shall not create any obligation on the part of ▇▇▇▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsto effect the Distribution or in any way limit ▇▇▇▇▇▇▇'▇ power of termination set forth in SECTION 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions ▇▇▇▇▇▇▇ Board. The ▇▇▇▇▇▇▇ Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Toro Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions 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 ▇▇▇▇▇▇▇ Board in its sole discretion: (1) the ▇▇▇▇▇▇▇ Board shall have formally approved the Distribution; (2) the Midas Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to ▇▇▇▇▇▇▇ in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Midas, comprised as contemplated by SECTION 3.06(a), shall have been approved duly elected; (5) the Midas Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by SECTION 3.01 and SECTION 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Toro will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) PROVIDED, HOWEVER, that the satisfaction of such conditions shall not create any obligation on the part of ▇▇▇▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsto effect the Distribution or in any way limit ▇▇▇▇▇▇▇'▇ power of termination set forth in SECTION 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is This Agreement and the consummation of each of the transactions provided for herein shall be subject to the satisfaction approval of the following conditions ▇▇▇▇▇▇▇ Board. The ▇▇▇▇▇▇▇ Board (or a duly authorized committee thereof) shall in its discretion establish the waiver thereof by the independent Record Date and disinterested members of the Toro Board, upon the recommendation of the Special Committee: (a) the Special Committee, will not have withdrawn its recommendation that the Transactions be approved by the Toro Board and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Time; (b) the independent Date and disinterested members of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant Time; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required appropriate procedures in connection with the Transactions 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 ▇▇▇▇▇▇▇ Board in its sole discretion: (1) the ▇▇▇▇▇▇▇ Board shall have formally approved the Distribution; (2) the Hussmann Form 10 shall have been received declared effective by the Commission; (3) a ruling(s) from the IRS shall have been obtained, and be in full force and effect; (e) the SEC will have declared the Form 20-F effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will be continue in effect, that in substance provides that the Distribution will qualify as a tax-free "spin-off" under Section 355 of the Code, and no proceedings for that purpose will such ruling(s) shall be pending before or threatened by the SEC; in form and substance satisfactory to ▇▇▇▇▇▇▇ in its sole discretion; (f4) the SpinCo Common Shares to be delivered in the Distribution Board of Directors of Hussmann, comprised as contemplated by Section 3.06(a), shall have been approved duly elected; (5) the Hussmann Common Stock shall have been accepted for listing on NASDAQ; the New York Stock Exchange or for quotation on The Nasdaq Stock Market; (g6) the transactions contemplated by Section 3.01 and Section 3.02 shall have been consummated in all material respects; and (7) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (and still in effect) by any governmental entity court or agency of competent jurisdiction, no jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, effect and no other event outside the control of Toro will shall have occurred or failed to occur that prevents the consummation of the Distribution; and (h) provided, however, that the satisfaction of such conditions shall not create any obligation on the part of ▇▇▇▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsto effect the Distribution or in any way limit ▇▇▇▇▇▇▇'▇ power of termination set forth in Section 7.07 or alter the consequences of any such termination from those specified in such Section.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions or the waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeeconditions: (a) the Special CommitteeLMC Board, will not or in the case of determining the Record Date, a committee thereof, shall have withdrawn its recommendation that taken all necessary corporate action to establish the Transactions be approved by Record Date and to declare the Toro Board and will not have recommended that the Toro Board abandon dividends in order to effect the Distribution or modify in accordance with the terms thereof or LMC Charter and bylaws and the Relevant TimeDGCL; (b) LMC shall have received a private letter ruling from the independent IRS (the “Ruling”), which ruling shall not have been withdrawn, invalidated or modified in an adverse manner, and disinterested members the opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in each case in form and substance reasonably acceptable to LMC and which opinion will rely upon the continued validity of the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any Ruling, with each of the Transactions Ruling and the opinion providing to the effect that the Spin-Off will not have determined to abandon qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Distribution Code, and that for U.S. federal income tax purposes, (i) no gain or modified loss will be recognized by LMC upon the terms thereof distribution of Spinco Common Stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the Relevant Timeincome of, holders of LMC Common Stock upon the receipt of shares of Spinco Common Stock in the Spin-Off; (c) LMC shall have received a written solvency opinion from a financial advisor, in form and substance acceptable to the PreLMC Board, regarding the Spin-Distribution Transactions will Off and related transactions, which opinion shall not have been completedwithdrawn or modified; (d) all material Consents required in connection the Registration Statement on Form 10 with respect to the Transactions registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Spinco Common Stock (the “Form 10”) shall be effective as of the Distribution Date; (e) the Spinco Common Stock shall have been received approved for listing on Nasdaq; and (f) any other regulatory or contractual approvals that a committee of the Board determines to obtain shall have been so obtained and be in full force and effect; (e) . The foregoing conditions are for the SEC will have declared the Form 20-F effective under the Exchange Actsole benefit of LMC and shall not in any way limit LMC’s right to amend, no stop order suspending the effectiveness modify or terminate this Agreement in accordance with Section 6.1. Any of the Form 20-F will foregoing conditions may be in effect, and no proceedings for that purpose will be pending before or threatened waived by the SEC; (f) LMC Board and any determination made by the SpinCo Common Shares LMC Board prior to be delivered in the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall have been approved for listing on NASDAQ; (g) no order, injunction or decree that would prevent the consummation of the Distribution will be threatened, pending or issued (final and still in effect) by any governmental entity of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution will be in effect, and no other event outside the control of Toro will have occurred or failed to occur that prevents the consummation of the Distribution; and (h) ▇▇▇▇ and SpinCo will have executed and delivered this Agreement and all other Ancillary Agreementsconclusive.

Conditions to the Distribution. The obligations of the Parties to consummate the Distribution is subject to will be conditioned on the satisfaction satisfaction, or waiver by the ConAgra Board, of the following conditions or the waiver thereof by the independent and disinterested members of the Toro Board, upon the recommendation of the Special Committeeconditions: (a) The ConAgra Board, in its sole and absolute discretion, shall have authorized and approved the Special Committee, will Separation and the Distribution and shall not have withdrawn its recommendation that the Transactions be approved by the Toro Board such authorization and will not have recommended that the Toro Board abandon the Distribution or modify the terms thereof or the Relevant Timeapproval; (b) The ConAgra Board shall have declared the independent and disinterested members dividend of SpinCo Common Stock to the Toro Board will not have withdrawn the Toro Board’s authorization and approval of any of the Transactions and will not have determined to abandon the Distribution or modified the terms thereof or the Relevant TimeRecord Holders; (c) the Pre-Distribution Transactions will have been completed; (d) all material Consents required in connection with the Transactions The Commission shall have been received and be in full force and effect; (e) the SEC will have declared the Form 20-F 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 20-F will 10 shall be in effect, and no proceedings for that such purpose will shall be pending before or threatened by the SECCommission; (d) The NYSE or another national securities exchange approved by the ConAgra Board shall have accepted the SpinCo Common Stock for listing, subject to official notice of issuance; (e) The Internal Restructuring and the LW Transfer shall have been consummated in all material respects; (f) the SpinCo Common Shares to be delivered in the Distribution ConAgra shall have been approved received a written opinion from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, tax counsel to ConAgra, to the effect that (i) the LW Transfer, taken together with the Special Cash Payment, the Special SpinCo Securities Issuance and the Distribution, will qualify as a tax-free reorganization pursuant to Section 368(a)(1)(D) of the Code, and that each of ConAgra and SpinCo will be a party to the reorganization within the meaning of Section 368(b) of the Code, (ii) the Distribution, as such, will qualify as a distribution of SpinCo stock to ConAgra’s shareholders pursuant to Section 355 of the Code and (iii) the Special Cash Payment will qualify as money distributed to ConAgra creditors or shareholders in connection with the reorganization for listing on NASDAQpurposes of Section 361(b) of the Code; (g) no ConAgra shall have received a written opinion from a nationally recognized financial advisory firm as may be reasonably selected by the ConAgra Board that, as of the Distribution Date, (i) SpinCo will not be insolvent, (ii) SpinCo will not be left with unreasonably small capital, (iii) SpinCo will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of SpinCo will not be impaired; (h) No order, injunction or decree that would prevent the consummation of the Distribution will shall be threatened, pending or issued (and still in effect) effect by any governmental entity Governmental Authority of competent jurisdictionauthority, no other legal restraint or prohibition preventing the consummation of the Distribution will shall be in effect, and no other event outside the control of Toro will ConAgra shall have occurred or failed to occur that prevents the consummation of the Distribution; (i) No other events or developments shall have occurred prior to the Distribution that, in the judgment of the ConAgra Board, would result in the Distribution having a material adverse effect on ConAgra or ConAgra’s stockholders; and (j) The actions set forth in Section 2.01(b), (c), (g), (h) ▇▇▇▇ and SpinCo (i) shall have been completed in all material respects. The foregoing conditions may be waived only by the ConAgra Board, in its sole and absolute discretion, are for the sole benefit of ConAgra and will have executed and delivered not give rise to or create any duty on the party of the ConAgra Board to waive or not waive such conditions or in any way limit the right of termination of this Agreement and set forth in Section 6.02 or alter the consequences of any such termination from those specified in Section 6.02. Any determination made by the ConAgra Board prior to the Distribution concerning the satisfaction or waiver of any or all other Ancillary Agreementsof the conditions set forth in this Section 2.02 will be conclusive.