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: (a) the LGP Board, or a committee thereof, shall have taken all necessary corporate action to establish the Record Date in order to effect the Distribution in accordance with the LGP Articles and bylaws and applicable law; (b) LGP shall have received the opinion of Shearman & Sterling LLP providing to the effect that, subject to the qualifications and limitations set forth in such opinion, the Split-off qualifies for shareholder non-recognition treatment under Section 355 of the Code and related provisions with the result that, for U.S. federal income tax purposes, no gain or loss should be recognized by, and no amount should be included in the income of, holders of LiLAC Ordinary Shares upon the receipt of shares of Splitco Common Shares in the Split-off, and such opinion shall not have been withdrawn, invalidated or modified in an adverse manner; (i) the effectiveness of the registration statement on Form S-1 with respect to the registration under the Securities Act of the Distribution of the Splitco Common Shares and (ii) the effectiveness of the registration of the Splitco Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended; (d) the Splitco Class A Common Shares and Splitco Class C Common Shares shall have been approved for listing on the NASDAQ Stock Market; and (e) any other material 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. The foregoing conditions are for the sole benefit of LGP and shall not in any way limit LGP’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(e) may be waived by the LGP Board and any determination made by the LGP Board prior to the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.

Conditions to the Distribution. The Board of Directors of Bio-Vascular will have the sole discretion to determine, by resolution, the Record Date, the Distribution is subject Date and all appropriate procedures in connection with the Distribution, provided that the Distribution will not occur prior to the satisfaction such time as each of the following conditionsconditions have been satisfied or have been waived by Bio-Vascular's Board of Directors, in its sole discretion: (a) an opinion from Coopers & ▇▇▇▇▇▇▇, LLP will have been obtained, in form and substance satisfactory to Bio-Vascular's Board of Directors, with respect to the LGP Board, or a committee thereof, shall have taken all necessary corporate action to establish the Record Date in order to effect federal income tax status of the Distribution in accordance with under Section 355 of the LGP Articles and bylaws and applicable lawCode; (b) LGP shall any material approvals and consents necessary to consummate the Distribution will have received been obtained and will be in full force and effect; (c) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the opinion of Shearman & Sterling LLP providing to the effect that, subject to the qualifications and limitations set forth in such opinion, the Split-off qualifies for shareholder non-recognition treatment under Section 355 consummation of the Code and related provisions with the result that, for U.S. federal income tax purposes, no gain or loss should Distribution will be recognized byin effect, and no amount should be included in other event will have occurred or failed to occur that prevents the income of, holders of LiLAC Ordinary Shares upon the receipt of shares of Splitco Common Shares in the Split-off, and such opinion shall not have been withdrawn, invalidated or modified in an adverse manner; (i) the effectiveness consummation of the registration statement on Form S-1 with respect to the registration under the Securities Act of the Distribution of the Splitco Common Shares and (ii) the effectiveness of the registration of the Splitco Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amendedDistribution; (d) the Splitco Class A Common Shares and Splitco Class C Common Shares shall Form 10 will have been approved declared effective by the Commission; (e) Bio-Vascular will have received a favorable response from the Staff to a request for listing on "no-action" treatment concerning, among other matters, whether the NASDAQ Distribution and related transactions may be effected without registration of the Vital Images Common Stock Marketunder the Securities Act; and (ef) no other events or developments shall have occurred subsequent to the date of this Agreement that, in the judgment of Bio-Vascular's Board of Directors, would result in the Distribution having a material adverse effect on Bio-Vascular or its shareholders; provided further that the satisfaction of such conditions will not create any obligation on the part of Bio-Vascular, Vital Images or any other material regulatory person to effect or contractual approvals that a committee of to seek to effect the Board determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of LGP and shall not Distribution or in any way limit LGP’s Bio-Vascular's right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(e) may be waived by the LGP Board and any determination made by the LGP Board prior to the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusiveAgreement.

Conditions to the Distribution. The Distribution is subject to the satisfaction of the following conditions: (a) the LGP Board, or a committee thereof, shall have taken all necessary corporate action to establish the Record Date in order to effect the Distribution in accordance with the LGP Articles and bylaws and applicable law; (b) LGP shall have received the opinion of Shearman & Sterling LLP providing to the effect that, subject to the qualifications and limitations set forth in such opinion, the Split-off qualifies for shareholder non-recognition treatment under Section 355 of the Code and related provisions with the result that, for U.S. federal income tax purposes, no gain or loss should be recognized by, and no amount should be included in the income of, holders of LiLAC Ordinary Shares upon the receipt of shares of Splitco Common Shares in the Split-off, and such opinion shall not have been withdrawn, invalidated or modified in an adverse manner; (i) the effectiveness of the registration statement on Form S-1 with respect to the registration under the Securities Act of the Distribution of the Splitco Common Shares and (ii) the effectiveness of the registration of the Splitco Common Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended; (d) the Splitco Class A Common Shares and Splitco Class C Common Shares shall have been approved for listing on the NASDAQ Stock Market; and (e) any other material 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. The foregoing conditions are for the sole benefit of LGP and shall not in any way limit LGP’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(e) may be waived by the LGP Board and any determination made by the LGP Board prior to the Distribution concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.