No Other Events. No other events or developments shall have occurred that, in the judgment of the Vishay Board, in its sole and absolute discretion, would result in the Separation or the Distribution having a material adverse effect on Vishay, its stockholders, the Vishay Business or the MGF Business. The foregoing conditions are for the sole benefit of Vishay and shall not give rise to or create any duty on the part of Vishay or the Vishay Board to waive or not to waive any such conditions or in any way limit Vishay’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 Vishay prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.2 shall be conclusive.
No Other Events. No other events or developments shall have occurred that, in the judgment of the Xxxxxxxx-Xxxxx Board of Directors made in their sole discretion, would result in the Distribution having a material adverse effect on Xxxxxxxx-Xxxxx or its stockholders.
No Other Events. No other events or developments shall have occurred that, in the judgment of the Fortune Brands Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby.
No Other Events. No other events or developments shall have occurred that, in the judgment of the TXI Board of Directors, would result in the Distribution having a material adverse effect on TXI or its stockholders.
No Other Events. No other events or developments shall have occurred that, in the judgment of the Board of Directors of First Data, in its sole and absolute discretion, would result in the Contribution or the Distribution having a material adverse effect on First Data or its stockholders.
No Other Events. No event or development shall have occurred or shall exist that, in the judgment of the NiSource Board, in its sole and absolute discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby.
No Other Events. No other events or developments shall have occurred that, in the judgment of the Potlatch Board of Directors, would result in the Distribution having a material adverse effect on Potlatch or its stockholders.
No Other Events. No other events or developments shall have occurred that, in the judgment of the TSC Board of Directors, would result in the Distribution having a material adverse effect on TSC or its stockholders.
No Other Events. No other events or developments shall have occurred prior to the Distribution Date that, in the judgment of the Jefferies Board of Directors, would result in the Distribution or the other transactions contemplated by this Agreement or the Ancillary Agreements having a material adverse effect on Jefferies or its shareholders.
No Other Events. No other events or developments shall have occurred or shall exist that, in the judgment of the Board of Directors of Marathon Oil, in its sole and absolute discretion, would make it inadvisable to effect the Distribution.
