Common use of Conditions Precedent to Consummation of the IPO Clause in Contracts

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCI, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Market, on official notice of issuance. (d) uBid shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid and the Underwriters shall have been satisfied or waived. (e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall will be conditioned on subject to such conditions as Motorola will determine in its sole and absolute discretion, which conditions will be for the satisfactionsole benefit of Motorola, may be waived by Motorola in its sole and absolute discretion, and any determination by Motorola regarding the satisfaction or waiver by CCIof any of such conditions will be conclusive. Such conditions will include, of without limitation, the following conditionsfollowing: (a) The IPO Registration Statement shall will have been filed and declared effective by the CommissionSEC, and there shall will be no stop order in effect with respect thereto.thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described referred to in Section 2.1 shall 3.1 will have been taken and, where applicable, have become effective or been accepted.; (c) The uBid Freescale Class A Common Stock to be issued in the IPO shall will have been accepted for listing on the NASDAQ New York Stock MarketExchange, on official notice of issuance.; (d) uBid shall Freescale will have entered into the Underwriting Agreement and all conditions to the obligations of uBid Freescale and the Underwriters shall thereunder will have been satisfied or waived.; (e) CCI shall Motorola will be satisfied in its sole and absolute discretion that (i) it will own at least 80.1% possess Tax Control of Freescale immediately following the voting rights attached to the outstanding uBid Common Stock following consummation of the IPO, and (ii) all other conditions to permit matters regarding the Distribution to qualify as a taxTax-free distribution to CCI's stockholders and CCI shallFree Status will, to the extent applicable as of the time of the IPOIPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there shall will be no event or condition that is likely to may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall will be in effect.; (g) Such other actions as Motorola will have determined that the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion terms of the IPO IPO, including the timing and the pricing thereof, and other transactions contemplated by this Agreement shall have been taken.material matters in connection therewith, are acceptable to Motorola; (h) Freescale will have incurred the Freescale Borrowing on terms and with lender(s) acceptable to Motorola; and (i) This Agreement shall will not have been terminated.

Conditions Precedent to Consummation of the IPO. As (a) Subject to Section 3.1, as soon as practicable after the date of this Agreement, the parties Parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOIPO set forth in this Section 3.3. The obligations of the parties Parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent in its sole discretion, of the following conditions: (ai) The transfer of the ▇▇▇▇ Assets (other than any Delayed ▇▇▇▇ Asset) and ▇▇▇▇ Liabilities (other than any Delayed ▇▇▇▇ Liability) contemplated to be transferred from Parent to ▇▇▇▇ at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from ▇▇▇▇ to Parent at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, in each case, pursuant to the Plan of Reorganization. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect thereto, and no proceeding for that purpose shall have been instituted by the SEC. (biii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.2(e), if any, shall have been taken and, where applicable, have become effective or been accepted. (civ) The uBid shares of ▇▇▇▇ Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (dv) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) ▇▇▇▇ shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of uBid Parent, ▇▇▇▇ and the Underwriters shall have been satisfied or waived. (evii) CCI Parent shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid shares of ▇▇▇▇ Common Stock following the IPO, and Parent shall be satisfied in its sole discretion that all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's Parent, ▇▇▇▇ and Parent’s stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement shall be in effect. (gix) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hx) This Agreement shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfactionsuch conditions as Daisytek International shall determine in its sole and absolute discretion, which conditions, or waiver any of them, may be waived by CCIDaisytek International in its sole and absolute discretion, of including without limitation, the following conditions, which shall be for the sole benefit of Daisytek International and shall not give rise to or create any duty on the part of Daisytek International or any Daisytek Affiliate or their Board of Directors to waive or not waive any such condition: (a) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid PFSweb Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock National Market, on official notice of issuance. (d) uBid PFSweb shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid PFSweb and the Underwriters shall have been satisfied or waived. (e) CCI Daisytek International shall be satisfied in its sole discretion that it Daisytek will own at least 80.180% of the voting rights attached to the then outstanding uBid PFSweb Common Stock immediately following the IPO, and and, to the extent deemed necessary or desirable by Daisytek International in its sole discretion, all other conditions to permit matters regarding the Tax-Free Status of the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied or can reasonably be anticipated to be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties Parent to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) Parent and the Company shall have effected their corporate reorganization transactions set forth on SCHEDULE 2.1 attached hereto. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 3.1(d) shall have been taken and, where applicable, have become effective or been accepted. (cd) The uBid Class A Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on subject to official notice of issuance. (de) uBid Parent and the Company shall have entered into executed the Underwriting Agreement Agreements and all conditions to the obligations of uBid Parent, the Company and the Underwriters thereunder shall have been satisfied or waivedwaived by the Underwriters. (ef) CCI Parent shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCIParent, the Company and Parent's stockholders and CCI shall, to the extent applicable determinable as of the time of the IPOOfferings Closing Date, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fg) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gh) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hi) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the The parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOlisted below. The obligations of the parties to use their reasonable best efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIForest, of the following conditions:. The conditions set forth below are for the sole benefit of Forest and shall not give rise to or create any duty on the part of Forest or the Forest board of directors to waive or not waive any such condition. (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The final Canadian Prospectus shall have been filed and receipts therefor issued or deemed to be issued by each of the Canadian Authorities and, if required, a supplemented Canadian Prospectus shall have been filed, and there shall be no cease trade order or similar order in effect with respect to the Lone Pine Common Stock. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictionsjurisdictions other than Canada or the United States) described in Section 2.1 4.1(e) shall have been taken and, where applicable, have become effective or been accepted. (cd) The uBid Lone Pine Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE and the TSX, on in each case subject to official notice of issuanceissuance and filing of customary final documentation. (de) uBid Lone Pine shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Lone Pine and the Underwriters shall have been satisfied or waived. (ef) CCI Forest shall be satisfied satisfied, in its sole discretion discretion, that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock (i) following the IPO, Forest will collectively own 80.1% of Lone Pine Capital Stock and (ii) to Forest’s actual knowledge (with no duty to investigate), all other conditions to permit the Distribution Spin-Off to qualify as a tax-free distribution to CCI's stockholders Forest, Lone Pine, and CCI Forest’s shareholders for U.S. federal income tax purposes shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution Spin-Off or thereafter. (fg) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (h) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Separation Agreement shall be in effect. (gi) The Contribution shall have become effective pursuant to the Plan of Reorganization. (j) Such other actions as the parties hereto may, based upon the advice of underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hk) This Agreement and all the Separation Agreements shall have been executed and delivered and shall not have been terminated. (l) No event shall have occurred making it inadvisable to effect the Separation or the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the The parties hereto shall use their reasonable best commercial efforts to satisfy the following conditions to listed below for the consummation of the IPOIPO as soon as practicable. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCITransocean, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid TODCO Class A Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (d) uBid TODCO, Transocean Holdings and Transocean shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid TODCO, Transocean Holdings, Transocean and the Underwriters shall have been satisfied or waived. (e) CCI Transocean shall be satisfied satisfied, in its sole discretion discretion, that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock (1) following the IPO, Transocean and other members of the Transocean Group will collectively own stock of TODCO representing control of TODCO, within the meaning of Section 368(c) of the Code and (2) to Transocean's actual knowledge (with no duty to investigate), all other conditions to permit the Distribution to qualify as a tax-free distribution to CCITransocean, TODCO and Transocean's stockholders and CCI shareholders shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gh) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hi) This Agreement and all Ancillary Agreements shall have been executed and shall not have been terminated. (j) Pricing committees designated by the Board of Directors of each of Transocean and Transocean Holdings shall have determined that the terms of the IPO are acceptable to Transocean and Transocean Holdings, respectively.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCISunoco in its sole discretion, of the following conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2 and the Plan of Reorganization. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the SEC. (b1) The SunCoke Financing Arrangements have been executed and delivered and (2) Sunoco has received the Receivable Payment in an amount equal to $575,000,000. (iv) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.1(e) shall have been taken and, where applicable, have become effective or been accepted. (cv) The uBid SunCoke Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (dvi) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vii) SunCoke shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Sunoco, SunCoke and the Underwriters shall have been satisfied or waived. (eviii) CCI The Exchange shall have been completed. (ix) Sunoco shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid SunCoke Common Stock following the IPO, ; and Sunoco shall be satisfied in its sole discretion that all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's Sunoco, SunCoke and Sunoco’s stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fx) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement shall be in effect. (gxi) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hxii) This Agreement shall not have been terminated. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Sunoco Board, in its sole discretion, makes it inadvisable to effect the Separation, the Exchange or the IPO. (b) The foregoing conditions are for the sole benefit of Sunoco and shall not give rise to or create any duty on the part of Sunoco or the Sunoco Board to waive or not waive such conditions or in any way limit Sunoco’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Sunoco Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.4 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their commercially reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIPC Mall, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 3.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid eCOST Common Stock to be issued in the IPO shall have been accepted approved for listing on the NASDAQ Stock Nasdaq National Market, on subject only to official notice of issuance. (d) uBid eCOST shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid eCOST and the Underwriters shall have been satisfied or waived. (e) CCI PC Mall shall be satisfied in its sole discretion that it will own at least 80.1% possess Tax Control of the voting rights attached to the outstanding uBid Common Stock eCOST immediately following the IPO, and all other conditions to permit matters regarding the Distribution to qualify as a taxTax-free distribution to CCI's stockholders and CCI shallFree Status will, to the extent applicable as of the time of the IPO, be satisfied or can reasonably be anticipated to be satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions shall have been taken as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been takenAgreement. (h) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCI, satisfaction of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Penwest Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Nasdaq National Market, on subject to official notice of issuance. (d) uBid Penwest and Penford shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Penwest and the Underwriters shall have been satisfied or waived. (e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock Immediately following the IPO, Penford shall "control" Penwest within the meaning of Sections 355 and 368 of the Code, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCIPenford, Penwest and Penford's stockholders and CCI shareholders shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary other agreement or document contemplated by this Agreement or otherwise shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement or any other agreement or document contemplated by this Agreement or otherwise shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Penford directors designated by the Board of Directors of Penford shall have determined that the terms of the IPO are acceptable to Penford.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The ----------------------------------------------- obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent, of the following conditions: (a) Final approval of the IPO shall have been given by the Board of Directors of Parent in its sole discretion. (b) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect thereto. (bc) The actions and filings with regard to necessary or appropriate under state securities and blue sky Blue Sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 connection with the IPO shall have been taken and, where applicable, have become effective or been accepted. (cd) The uBid Technologies Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (de) uBid Technologies shall have entered into the Underwriting Agreement Agreements and all conditions to the obligations of uBid Technologies and the Underwriters managing underwriters shall have been satisfied or waived. (e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (h) All Consents and Governmental Approvals required in connection with the Contribution and the IPO shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIOdetics, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 6.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid ATL Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Nasdaq National Market, on official notice of issuance. (d) uBid ATL shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid ATL and the Underwriters shall have been satisfied or waived. (e) CCI Odetics shall be satisfied in its sole discretion that it will own at least 80.180.0% of the outstanding ATL voting rights attached to the outstanding uBid Common Stock stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-tax free distribution to CCI's Odetics' stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Odetics directors designated by the Board of Directors of Odetics shall have determined that the terms of the IPO are acceptable to Odetics.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto BGC Partners and Newmark shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties BGC Partners and Newmark to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIBGC Partners in its sole discretion, of the following conditions: (ai) The Separation shall have been completed in accordance with the provisions of Article II, including the steps set forth on the Separation Steps Plan. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the SEC. (biii) The actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.01(e) shall have been taken and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (civ) The uBid shares of Newmark Class A Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Global Select Market, on subject to official notice of issuance. (dv) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) Newmark shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Newmark and the Underwriters under the Underwriting Agreement shall have been satisfied or waived. (evii) CCI BGC Partners shall be satisfied in its sole discretion that it (1) following the IPO, BGC Partners will own an amount of Newmark Common Stock representing (x) at least 80.182% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid Newmark Common Stock following the IPO, IPO and (y) at least 82% of the number of shares of any class of capital stock of Newmark not entitled to vote (and in any event constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark) and (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code; and (2) all other requirements and conditions to permit the Distribution Newmark Inc. Contribution and the Distribution, taken together, to qualify qualify, for U.S. federal income tax purposes, as a transactions that are generally tax-free distribution to CCI's BGC Partners, Newmark and BGC Partners’ stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such requirements or conditions not to be satisfied as of the time of the Distribution Effective Time or thereafter. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gix) Such other actions as the parties hereto BGC Partners or Newmark may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hx) This Agreement shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the BGC Partners Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of BGC Partners and shall not give rise to or create any duty on the part of BGC Partners or the BGC Partners Board to waive or not waive such conditions or in any way limit BGC Partners’ right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in Article X. Any determination made by the BGC Partners Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.02 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreementhereof, the parties Parties hereto shall use their reasonable best efforts Reasonable Efforts to satisfy the following conditions listed below to the consummation of the IPO. The obligations of the parties Parties to use their Reasonable Efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIPlains, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 5.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Spinco Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (d) uBid Spinco shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Spinco and the Underwriters shall have been satisfied or waived. (e) CCI Plains shall be satisfied in its sole discretion that (1) it will own at least 80.1more than 80% of the voting rights attached to the outstanding uBid Spinco Common Stock following the IPO, (2) it will control Spinco within the meaning of Section 368(c) of the Code, and all (3) it will satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of Spinco. All other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's Plains, Spinco and Plains' stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree Order issued by any court or agency of competent jurisdiction Governmental Authority or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this No Ancillary Agreement shall have been taken. (h) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this AgreementSeparation Date, the parties hereto shall use their reasonable best commercial efforts to satisfy the following conditions listed below to the consummation of the IPO. The obligations of the parties to use their reasonable commercial efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIREI, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Resources Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (d) uBid Resources shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Resources and the Underwriters shall have been satisfied or waived. (e) CCI REI shall be satisfied in its sole discretion that (1) it will own at least 80.1more than 80% of the voting rights attached to the outstanding uBid Resources Common Stock following the IPO, (2) it will control Resources within the meaning of Section 368(c) of the Code, and all (3) it will satisfy the stock ownership requirements of Section 1504(a)(2) of the Code with respect to the stock of Resources. All other conditions to permit the Distribution to qualify as a tax-free distribution to CCIREI, Resources and REI's stockholders and CCI shareholders shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gh) The Separation shall have become effective. (i) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hj) This Agreement and all Ancillary Agreements have been executed and shall not have been terminated. (k) A pricing committee designated by the Board of Directors of REI shall have determined that the terms of the IPO are acceptable to REI.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto BGC Partners and Newmark shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties BGC Partners and Newmark to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIBGC Partners in its sole discretion, of the following conditions: (ai) The Separation shall have been completed in accordance with the provisions of Article II, including the steps set forth on the Separation Steps Plan. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the SEC. (biii) The actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.01(e) shall have been taken and, where applicable, have become effective or been acceptedaccepted by the applicable Governmental Authority. (civ) The uBid shares of Newmark Class A Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Global Select Market, on subject to official notice of issuance. (dv) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) Newmark shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Newmark and the Underwriters under the Underwriting Agreement shall have been satisfied or waived. (evii) CCI BGC Partners shall be satisfied in its sole discretion that it (1) following the IPO, BGC Partners will own an amount of Newmark Common Stock representing (x) at least 80.182% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid Newmark Common Stock following the IPO, IPO and (y) at least 82% of the number of shares of any class of capital stock of Newmark not entitled to vote (and in any event constituting “control” (within the meaning of Section 368(c) of the Code) of Newmark) and (B) satisfying the stock ownership requirements set forth in Section 1504 of the Code; and (2) all other requirements and conditions to permit the Distribution Newmark Inc. Contribution and the Distribution, taken together, to qualify qualify, for U.S. federal income tax purposes, as a transactions that are generally tax-free distribution to CCI's BGC Partners, Newmark and BGC Partners’ stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such requirements or conditions not to be satisfied as of the time of the Distribution Effective Time or thereafter. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gix) Such other actions as the parties hereto BGC Partners or Newmark may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hx) This Agreement shall not have been terminated. (xi) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the BGC Partners Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties Parties to consummate the IPO shall will be conditioned on subject to such conditions as Agilent will determine in its sole and absolute discretion, which conditions will be for the satisfactionsole benefit of Agilent, may be waived by Agilent in its sole and absolute discretion, and any determination by Agilent regarding the satisfaction or waiver by CCIof any of such conditions will be conclusive. Such conditions will include, of without limitation, the following conditionsfollowing: (a) The IPO Registration Statement shall will have been filed and declared effective by the CommissionSEC, and there shall will be no stop order in effect with respect thereto.thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described referred to in Section 2.1 shall 4.1 will have been taken and, where applicable, have become effective or been accepted.; (c) The uBid Common Stock Verigy Ordinary Shares to be issued in the IPO shall will have been accepted for listing on the NASDAQ Stock Nasdaq National Market, on official notice of issuance.; (d) uBid shall Verigy will have entered into the Underwriting Agreement and all conditions to the obligations of uBid Verigy and the Underwriters shall thereunder will have been satisfied or waived.; (e) CCI shall Agilent will be satisfied in its sole and absolute discretion that (i) it will own at least 80.1% possess Tax Control of Verigy immediately following the voting rights attached to the outstanding uBid Common Stock following consummation of the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, (ii) to the extent applicable as of the time the IPO is consummated, the other conditions for a distribution qualifying under Section 355 of the IPO, Code will be satisfied or can reasonably be anticipated to be satisfied, and (iii) there shall will be no event or condition that is likely to may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.; (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall Transaction Document will be in effect.; (g) Such other actions as Agilent will have determined that the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion terms of the IPO IPO, including the timing and the pricing thereof, and other transactions contemplated by this Agreement shall have been taken.material matters in connection therewith, are acceptable to Agilent; and (h) This Agreement shall will not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the The parties hereto shall use their reasonable best efforts to satisfy the following conditions listed below to the consummation of the IPOIPO as soon as practicable. The obligations of the parties to use their reasonable best efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIHalliburton, of the following conditions:. The conditions set forth below are for the sole benefit of Halliburton and shall not give rise to or create any duty on the part of Halliburton or the Halliburton Board of Directors to waive or not waive any such condition. (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid KBR Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on subject to official notice of issuance. (d) uBid KBR shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid KBR and the Underwriters shall have been satisfied or waived. (e) CCI Halliburton shall be satisfied satisfied, in its sole discretion discretion, that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock (i) following the IPO, Halliburton and other members of the Halliburton Group will collectively own KBR Common Stock representing control of KBR within the meaning of Section 368(c) of the Code and (ii) to Halliburton’s actual knowledge (with no duty to investigate), all other conditions to permit the any future Distribution to qualify as a tax-free distribution to CCI's Halliburton, KBR and Halliburton’s stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by a Prior Transfer Agreement, this Agreement or any Ancillary Agreement shall be in effect. (gh) The Separation shall have become effective. (i) Such other actions as the parties hereto may, based upon the advice of underwriters, accountants or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hj) This Agreement and all Ancillary Agreements shall have been executed and shall not have been terminated. (k) A pricing committee for the IPO designated by the Board of Directors of KBR shall have determined that the terms of the IPO are acceptable to KBR. (l) Halliburton shall have determined that the terms of the IPO are acceptable to Halliburton.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement(a) Subject to Section 8.1, the parties Parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOIPO set forth in this Section 8.3 and contained in the Underwriting Agreement. The obligations of the parties Parties to consummate the IPO shall be conditioned on the satisfaction, or waiver (if possible to be waived) by CCIParent in its sole discretion, of the following conditions: (ai) The IPO Registration Statement Statements shall have been filed and declared effective by the Commissionbecome effective, and there shall be no stop stop-order or suspension in effect with respect thereto, and no proceeding for that purpose shall have been instituted by the SEC. (bii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 8.2(d), if any, shall have been taken and, where applicable, and Cortigent’s securities shall have become effective or been acceptedqualified in such jurisdictions. (ciii) The uBid Common Stock to be issued in the IPO Cortigent common stock shall have been accepted for listing listed on the NASDAQ Stock Nasdaq Global Select Market, on official notice of issuanceNasdaq Global Market or the Nasdaq Capital Market, as appropriate. (div) uBid Cortigent and the underwriters shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of uBid Parent, Cortigent and the Underwriters underwriters shall have been satisfied or waived. (e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fv) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gvii) Such other actions as the parties Parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hviii) This Agreement shall not have been terminated. (ix) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the IPO.

Conditions Precedent to Consummation of the IPO. As (a) Subject to Section 3.1, as soon as practicable after the date of this Agreement, the parties Parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOIPO set forth in this Section 3.3. The obligations of the parties Parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent in its sole discretion, of the following conditions: (ai) The transfer of the SpinCo Assets (other than any Delayed SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred from Parent to SpinCo at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from SpinCo to Parent at or prior to the Separation Time shall have occurred as contemplated by Section 2.1, in each case, pursuant to the Plan of Reorganization in a manner reasonably satisfactory to the Parties. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect thereto, and no proceeding for that purpose shall have been instituted by the SEC. (biii) The applicable Canadian Prospectus shall have been filed and a receipt obtained from the applicable Canadian Securities Authorities in connection therewith and there shall be no order preventing or suspending the use of the Canadian Prospectus having been issued by the Canadian Securities Authorities. (iv) The actions and filings with regard to state state, federal and provincial securities and blue sky laws of the United States and Canada (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.2(e), if any, shall have been taken and, where applicable, have become effective or been accepted. (cv) The uBid Initial Common Stock Shares to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Marketeach of NYSE and TSX, on in each case subject to official notice of issuance. (dvi) uBid The Specified Ancillary Agreements and the Arrangement Agreement shall have been duly executed and delivered by the parties thereto. (vii) SpinCo and Parent shall have entered into the Underwriting Agreement Agreement, and all conditions to the obligations of uBid Parent, SpinCo and the Underwriters shall have been satisfied or waived. (eviii) CCI Parent shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid Initial Common Stock Shares following the IPO, and Parent shall be satisfied in its sole discretion that all other conditions to permit the Distribution to qualify as a generally tax-free distribution to CCI's stockholders Parent, SpinCo and CCI Parent’s shareholders shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fix) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement shall be in effect. (gx) The Separation and related transactions having been approved by the Parent Board. (xi) The Arrangement shall have been approved by Parent, as sole shareholder of SpinCo. (xii) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hxiii) This Agreement shall not have been terminated. (xiv) Subject to the terms of the Underwriting Agreement, no event or development shall have occurred or exist or be expected to occur that, in the judgment of the Parent Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Parent Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCISunoco in its sole discretion, of the following conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2 and the Plan of Reorganization. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the SEC. (b1) The SunCoke Financing Arrangements have been executed and delivered and (2) Sunoco has received the Receivable Payment and the Internal Cash Distribution in an amount equal to $575,000,000. (iv) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.1(e) shall have been taken and, where applicable, have become effective or been accepted. (cv) The uBid SunCoke Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (dvi) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vii) SunCoke shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Sunoco, SunCoke and the Underwriters shall have been satisfied or waived. (eviii) CCI The Exchange shall have been completed. (ix) Sunoco shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid SunCoke Common Stock following the IPO, ; and Sunoco shall be satisfied in its sole discretion that all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's Sunoco, SunCoke and Sunoco’s stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fx) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement shall be in effect. (gxi) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hxii) This Agreement shall not have been terminated. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the Sunoco Board, in its sole discretion, makes it inadvisable to effect the Separation, the Exchange or the IPO. (b) The foregoing conditions are for the sole benefit of Sunoco and shall not give rise to or create any duty on the part of Sunoco or the Sunoco Board to waive or not waive such conditions or in any way limit Sunoco’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the Sunoco Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.4 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The ----------------------------------------------- obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent, of the following conditions: (a) Final approval of the IPO shall have been given by the Board of Directors of Parent in its sole discretion. (b) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect thereto. (bc) The actions and filings with regard to necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 connection with the IPO shall have been taken and, where applicable, have become effective or been accepted. (cd) The uBid Technologies Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (de) uBid Technologies shall have entered into the Underwriting Agreement Agreements and all conditions to the obligations of uBid Technologies and the Underwriters managing underwriters shall have been satisfied or waived. (e) CCI shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (h) All Consents and Governmental Approvals required in connection with the Contribution and the IPO shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCICBI, of the following conditions: (a) The IPO Registration Statement registration statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 8.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Common Stock Shares to be issued in the IPO shall have been accepted for listing on the NASDAQ New York Stock MarketExchange, on official notice of issuance. (d) uBid CONVERGYS, CBI, CBIS and MATRIXX shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid CONVERGYS, CBI, CBIS and MATRIXX and the Underwriters shall have been satisfied or waived. (e) CCI CBI shall be satisfied in its sole discretion that it will own at least 80.180.0% of the outstanding CONVERGYS voting rights attached to the outstanding uBid Common Stock stock following the IPO, and all other conditions to permit the Distribution (to qualify as a tax-tax free distribution to CCICBI's stockholders and CCI shareholders) shall, to the extent applicable as of the time of the IPO, be satisfied satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO Separation in order to assure the successful completion of the IPO and the Distribution and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of CONVERGYS directors designated by the Board of Directors of CONVERGYS shall have determined that the terms of the IPO are acceptable to CONVERGYS.

Conditions Precedent to Consummation of the IPO. As soon as ----------------------------------------------- practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIOdetics, of the following conditions: (a) a. The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) b. The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 6.1 shall have been taken and, where applicable, have become effective or been accepted. (c) c. The uBid ATL Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Nasdaq National Market, on official notice of issuance. (d) uBid d. ATL shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid ATL and the Underwriters shall have been satisfied or waived. (e) CCI e. Odetics shall be satisfied in its sole discretion that it will own at least 80.180.0% of the outstanding ATL voting rights attached to the outstanding uBid Common Stock stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-tax free distribution to CCI's Odetics' stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) f. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) g. Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) h. This Agreement shall not have been terminated. i. A pricing committee of Odetics directors designated by the Board of Directors of Odetics shall have determined that the terms of the IPO are acceptable to Odetics.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties Parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties Parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIHBIO in its sole discretion, of the following conditions: (ai) The Separation shall have been completed in accordance with the provisions of Section 2. (ii) The IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the SEC. (biii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.1(e) shall have been taken and, where applicable, have become effective or been accepted. (civ) The uBid H▇▇▇ Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNASDAQ, on official notice of issuance. (dv) uBid The Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (vi) H▇▇▇ shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid H▇▇▇ and the Underwriters shall have been satisfied or waived. (evii) CCI HBIO shall own at least 80.1% of the total voting power with respect to the election and removal of directors of the outstanding H▇▇▇ Common Stock immediately following the IPO; and HBIO shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's HBIO, H▇▇▇ and HBIO’s stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fviii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any other Ancillary Agreement shall be in effect. (gix) Such other actions as the parties Parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hx) HBIO will have determined that the terms of the IPO, including the timing and pricing thereof, and other material matters in connection therewith, are reasonably acceptable. (xi) This Agreement shall not have been terminated. (xii) HBIO shall have made a capital contribution to H▇▇▇ in the amount of at least $10 million. (xiii) No event or development shall have occurred or exist or be expected to occur that, in the judgment of the HBIO Board, in its sole discretion, makes it inadvisable to effect the Separation or the IPO. (b) The foregoing conditions are for the sole benefit of HBIO and shall not give rise to or create any duty on the part of HBIO or the HBIO Board to waive or not waive such conditions or in any way limit HBIO’s right to terminate this Agreement as set forth in Article XI or alter the consequences of any such termination from those specified in such Article. Any determination made by the HBIO Board prior to the IPO concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall will be conditioned on subject to such conditions as FNF will determine in its sole and absolute discretion, which conditions will be for the satisfactionsole benefit of FNF, may be waived by FNF in its sole and absolute discretion, and any determination by FNF regarding the satisfaction or waiver by CCIof any of such conditions will be conclusive. Such conditions will include, of without limitation, the following conditionsfollowing: (a) The IPO Registration Statement shall will have been filed and declared effective by the CommissionSEC, and there shall will be no stop order in effect with respect thereto.thereto and no proceeding for that purpose will have been instituted by the SEC; (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid FIS Common Stock to be issued in the IPO shall will have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance.; (dc) uBid shall FIS will have entered into the Underwriting Agreement and all conditions to the obligations of uBid FIS and the Underwriters shall thereunder will have been satisfied or waived.; (ed) CCI shall FNF will be satisfied in its sole discretion that (i) it will own at least 80.1% possess Tax Control of FIS immediately following the voting rights attached to the outstanding uBid Common Stock following consummation of the IPO, and (ii) all other conditions to permit matters regarding the Distribution to qualify as a taxTax-free distribution to CCI's stockholders and CCI shallFree Status will, to the extent applicable as of the time of the IPOIPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there shall will be no event or condition that is likely to may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.; (fe) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall will be in effect.; (f) FNF will have determined that the terms of the IPO, including the timing and pricing thereof, and all other material matters in connection therewith, are acceptable to FNF; and (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall will not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the The parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOlisted below. The obligations of the parties to use their reasonable best efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent, of the following conditions:. The conditions set forth below are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent board of directors to waive or not waive any such condition. (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order threatened or in effect with respect thereto. (b) The applicable actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Enova Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on subject only to official notice of issuanceissuance and filing of customary final documentation. (d) uBid Enova shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Enova and the Underwriters shall have been satisfied or waived. (e) CCI Parent shall be satisfied satisfied, in its sole discretion discretion, that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as Parent will own no less than 80% of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafterEnova Common Stock. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Transaction Agreement shall be in effect. (gh) Such other actions as the parties Parent hereto may, based upon the advice of the Underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hi) This Agreement and all the Transaction Agreements shall have been executed and delivered and shall not have been terminated. (j) No event shall have occurred making it inadvisable, in Parent’s sole discretion, to effect the IPO.

Conditions Precedent to Consummation of the IPO. (a) As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCILucent, of the following conditions: (ai) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect theretothereto and no proceeding for that purpose shall have been instituted by the Commission. (bii) The Financing Facility shall have been executed and delivered, pursuant to which Lucent shall have borrowed an amount of funds determined by Lucent, and Lucent shall be satisfied in its sole discretion that as of the Closing Date it will have no further liability or obligation whatsoever under either the Working Capital Facility or the Financing Facility. (iii) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described referenced in Section 2.1 3.1(e) shall have been taken and, where applicable, have become effective or been accepted. (civ) The uBid Agere Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (dv) uBid Agere shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Agere and the Underwriters shall have been satisfied or waived. (evi) CCI Lucent shall be satisfied in its sole discretion that it will own at least 80.1% of the total voting rights attached power with respect to the election and removal of directors of the outstanding uBid Agere Common Stock (or the Agere Class A Common Stock and Agere Class B Common Stock, if two classes of Agere common stock are issued pursuant to Section 3.5) following the IPOIPO on a fully diluted basis, after giving effect to the issuance of any shares or options to any employees of Agere in accordance with Section 10.2 hereof; and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCILucent, Agere and Lucent's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fvii) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated.the

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the The parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPOlisted below. The obligations of the parties to use their reasonable best efforts to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIParent, of the following conditions:. The conditions set forth below are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent board of directors to waive or not waive any such condition. (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order threatened or in effect with respect thereto. (b) The applicable actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 4.1(d) shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Enova Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on subject only to official notice of issuanceissuance and filing of customary final documentation. (d) uBid Enova shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Enova and the Underwriters shall have been satisfied or waived. (e) CCI Parent shall be satisfied satisfied, in its sole discretion discretion, that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, Parent will own less than 50% of Enova Common Stock or otherwise will be permitted to account for its investment in Enova using the equity method of accounting and all other conditions to permit the Distribution not continue to qualify consolidate Enova’s results of operations with Parent’s consolidated results of operations, in each case as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, may be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafterdetermined by Parent in its sole discretion. (f) Any material Governmental Approvals necessary to consummate the IPO shall have been obtained and be in full force and effect. (g) No order, injunction injunction, or decree issued by any court or agency other Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Transaction Agreement shall be in effect. (gh) Such other actions as the parties Parent hereto may, based upon the advice of the Underwriters, accountants, or counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. (hi) This Agreement and all the Transaction Agreements shall have been executed and delivered and shall not have been terminated. (j) No event shall have occurred making it inadvisable, in Parent’s sole discretion, to effect the IPO.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the Separation and the settlement of the IPO shall be conditioned on the satisfaction, or waiver by CCI, of subject to the following conditions, which conditions shall be for the sole benefit of Parent, which conditions may be waived by Parent in its sole and absolute discretion, and any determination by Parent regarding the satisfaction or waiver of any of such conditions shall be conclusive, and which conditions shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive such conditions or in any way limit Parent’s right to terminate this Agreement as set forth in this Agreement or alter the consequences of any such termination from those specified in this Agreement: (a) The final approval of the Separation and the IPO shall have been given by the Parent Board in its sole discretion; (b) the Separation shall have been completed in accordance with the provisions of Article II and the Plan of Reorganization; (c) the IPO Registration Statement shall have been filed and declared effective by the CommissionSEC, and there shall be no stop stop-order in effect with respect thereto.thereto and no proceeding for that purpose shall have been instituted by the SEC; (bd) The the actions and filings with regard to state securities and blue sky laws Laws of the United States (and any comparable laws Laws under any foreign jurisdictions) described referenced in Section 2.1 3.01(c) shall have been taken and, where applicable, have become effective or been accepted.; (ce) The uBid the Company Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on subject to official notice of issuance.; (df) uBid the Company Financing Arrangements shall have been executed and delivered in accordance with the terms thereof; (g) immediately prior to the pricing of the IPO, the members of the Company Board, as named in the IPO Registration Statement, shall have been duly elected, and an amended and restated certificate of incorporation of the Company and an amended and restated bylaws of the Company, each in substantially the form filed as an exhibit to the IPO Registration Statement, shall be in effect; (h) the Company shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Parent, the Company and the Underwriters shall have been satisfied or waived.; (ei) CCI Parent shall be satisfied satisfied, in its sole discretion discretion, that (i) it will own at least 80.1% possess Tax Control of the voting rights attached to Company immediately following the outstanding uBid Common Stock following settlement of the IPO, and (ii) all other conditions relating to permit the Distribution to qualify as a taxTax-free distribution to CCI's stockholders and CCI shallFree Status will, to the extent applicable as of the time of the IPOIPO is consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there shall will be no event or condition circumstance that is likely to may cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter.; (fj) No after giving effect to the Separation, the IPO and the use of the proceeds therefrom as described in this Agreement and the IPO Registration Statement, Parent shall be in compliance with all of the terms and conditions of the Parent Credit Facilities; (k) no order, injunction or decree issued by any court or agency of competent jurisdiction Governmental Authority or other legal restraint or prohibition restraining or preventing the consummation of the IPO Separation, the IPO, the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement Transactions shall be in effect.; (gl) Such other actions as all Consents and Governmental Approvals required in connection with the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to Separation and the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been taken. received, except where the failure to obtain such Consents or Governmental Approvals would not have a material adverse effect on either (hi) This the ability of the parties to consummate the Transactions or (ii) the Lithium Business, taken as a whole; and (m) this Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their commercially reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIPC Mall, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 3.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid eCOST Common Stock to be issued in the IPO shall have been accepted approved for listing on the NASDAQ Stock Nasdaq National Market, on subject only to official notice of issuance. (d) uBid eCOST shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid eCOST and the Underwriters shall have been satisfied or waived. (e) CCI PC Mall shall be satisfied in its sole discretion that it will own at least 80.1% possess Tax Control of the voting rights attached to the outstanding uBid Common Stock eCOST immediately following the IPO, and all other conditions to permit matters regarding the Distribution to qualify as a taxTax-free distribution to CCI's stockholders and CCI shallFree Status will, to the extent applicable as of the time of the IPO, be satisfied or can reasonably be anticipated to be satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions shall have been taken as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the IPO in order to assure the successful completion of the IPO and the other transactions contemplated by this Agreement shall have been takenAgreement. (h) This Agreement shall not have been terminated.

Conditions Precedent to Consummation of the IPO. As soon as ----------------------------------------------- practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIOdetics, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Securities and Exchange Commission, and there shall be no stop stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of each of the states of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 8.1 shall have been taken and, where applicable, have become effective or been accepted. (c) The uBid Iteris Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock Nasdaq National Market, on official notice of issuance. (d) uBid Iteris shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Iteris and the Underwriters underwriters shall have been satisfied or waived. (e) CCI The Distribution shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Common Stock following the IPO, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCI's stockholders and CCI shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafterhave been consummated. (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (g) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Distribution and the IPO in order to assure the successful completion of the Distribution and the IPO and the other transactions contemplated by this Agreement shall have been taken. (h) This Agreement shall not have been terminated. (i) A pricing committee of Iteris directors designated by the Board of Directors of Iteris shall have determined that the terms of the IPO are acceptable to Iteris.

Conditions Precedent to Consummation of the IPO. As soon as practicable after the date of this Agreement, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the IPO. The obligations of the parties to consummate the IPO shall be conditioned on the satisfaction, or waiver by CCIAT&T, of the following conditions: (a) The IPO Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop stop-order in effect with respect thereto. (b) The Financing Facility shall have been executed and delivered, pursuant to which AT&T shall have borrowed an amount of funds determined by AT&T, and AT&T shall be satisfied in its sole discretion that as of the Closing Date it will have no further liability or obligation whatsoever under either the Working Capital Facility or the Financing Facility. (c) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 3.1 shall have been taken and, where applicable, have become effective or been accepted. (cd) The uBid Lucent Common Stock to be issued in the IPO shall have been accepted for listing on the NASDAQ Stock MarketNYSE, on official notice of issuance. (de) uBid Lucent shall have entered into the Underwriting Agreement and all conditions to the obligations of uBid Lucent and the Underwriters shall have been satisfied or waived. (ef) CCI AT&T shall be satisfied in its sole discretion that it will own at least 80.1% of the voting rights attached to the outstanding uBid Lucent Common Stock following the IPOIPO on a fully diluted basis, after giving effect to the issuance of any shares of restricted stock or employee stock options to any employees of Lucent, and all other conditions to permit the Distribution to qualify as a tax-free distribution to CCIAT&T, Lucent and AT&T's stockholders and CCI shareholders shall, to the extent applicable as of the time of the IPO, be satisfied and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Distribution or thereafter. (fg) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the IPO or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (gh) Such other actions as the parties hereto may, based upon the advice of counsel, reasonably request to be taken prior to the Separation and the IPO in order to assure the successful completion of the Separation and the IPO and the other transactions contemplated by this Agreement shall have been taken. (hi) This Agreement shall not have been terminated. (j) A pricing committee of AT&T officers designated by the Board of Directors of AT&T shall have determined that the terms of the IPO are acceptable to AT&T.