Common use of Spin-Off Transactions Clause in Contracts

Spin-Off Transactions. Except as set forth in Schedule 6.21 to this ---------------------- ------------- Agreement, (i) (a) all conditions precedent to, and all consents necessary to permit, the consummation of the Spin-Off Transactions have been satisfied in all material respects, (b) no additional actions are necessary to consummate the Spin-Off Transactions other than the passage of time and (c) the Spin-Off will take effect on April 1, 2000 without any further action on the part of Energizer or Xxxxxxx, (ii) the Spin-Off Transactions have been approved by all necessary corporate action of Xxxxxxx'x and Energizer's Board of Directors and, if required, shareholders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been obtained for the consummation of the Spin-Off Transactions; and (iv) the aggregate amount of all loans and committed Financing Facilities (including this Agreement and the 5-Year Credit Agreement) available to Energizer upon consummation of the Spin-Off Transactions equals or exceeds $650,000,000, and all such commitments are identified on Schedule 6.21(iv) attached hereto. ------------------

Spin-Off Transactions. Except as set forth in Schedule 6.21 to this ---------------------- ------------- Agreement, (i) (a) all conditions precedent to, and all consents necessary to permit, the consummation of the Spin-Off Transactions have been satisfied in all material respects, (b) no additional actions are necessary to consummate the Spin-Off Transactions other than the passage of time and (c) the Spin-Off will take effect on April 1, 2000 without any further action on the part of Energizer or Xxxxxxx, (ii) the Spin-Off Transactions have been approved by all necessary corporate action of Xxxxxxx'x and Energizer's Board of Directors and, if required, shareholders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been obtained for the consummation of the Spin-Off Transactions; and (iv) the aggregate amount of all loans and committed Financing Facilities (including this Agreement and the 5364-Year Day Credit Agreement) available to Energizer upon consummation of the Spin-Off Transactions equals or exceeds $650,000,000, and all such commitments are identified on Schedule 6.21(iv) attached hereto. -------------------------------

Spin-Off Transactions. Except as set forth in Schedule 6.21 to this ---------------------- ------------- Agreement, (i) (a) all conditions precedent to, and all consents necessary to permit, the consummation of the Spin-Off Transactions have been satisfied in all material respects, (b) no additional actions are necessary to consummate the Spin-Off Transactions other than the passage of time and (c) the Spin-Off will take effect on April 1, 2000 without any further action on the part of Energizer or XxxxxxxRalston, (ii) the Spin-Off Transactions have been approved by all necessary xxxxxxxry corporate action of Xxxxxxx'x Ralston's and Energizer's Board of Directors and, if required, shareholdersxxxxxxxxders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been obtained for the consummation of the Spin-Off Transactions; and (iv) the aggregate amount of all loans and committed Financing Facilities (including this Agreement and the 5-Year Credit Agreement) available to Energizer upon consummation of the Spin-Off Transactions equals or exceeds $650,000,000, and all such commitments are identified on Schedule 6.21(iv) attached hereto. ------------------------------- 6.22

Spin-Off Transactions. Except as set forth in Schedule 6.21 to this ---------------------- ------------- Agreement, (i) (a) all conditions precedent to, and all consents necessary to permit, the consummation of the Spin-Off Transactions have been satisfied in all material respects, (b) no additional actions are necessary to consummate the Spin-Off Transactions other than the passage of time and (c) the Spin-Off will take effect on April 1, 2000 without any further action on the part of Energizer or XxxxxxxRalston, (ii) the Spin-Off Transactions have been approved by all necessary xxxxxxxry corporate action of Xxxxxxx'x Ralston's and Energizer's Board of Directors and, if required, shareholdersxxxxxxxxders, and the terms of the Spin-Off Transactions have not been amended, waived or modified in any material respect from those set forth in the Form 10 without the approval of the Administrative Agent and the Required Lenders (such approval not to be unreasonably withheld); (iii) the Tax Ruling and all necessary regulatory approvals have been obtained for the consummation of the Spin-Off Transactions; and (iv) the aggregate amount of all loans and committed Financing Facilities (including this Agreement and the 5364-Year Day Credit Agreement) available to Energizer upon consummation of the Spin-Off Transactions equals or exceeds $650,000,000, and all such commitments are identified on Schedule 6.21(iv) attached hereto. ------------------------------------ 6.22