Common use of Conditions Precedent to the Distribution Clause in Contracts

Conditions Precedent to the Distribution. The BRE Board shall, in its discretion, establish any appropriate procedures in connection with the Distribution. The Distribution shall not occur unless the following conditions shall have been satisfied: (a) the other transactions contemplated by this Agreement to have occurred on or prior to the Distribution Date shall have been consummated in all material respects; (b) BRE and VelocityHSI shall have obtained all consents, approvals and waivers from Governmental Authorities and other third parties necessary for the Distribution; (c) the Registration Statement on Form S-1 filed by VelocityHSI pursuant to the Securities Act of 1933 in connection with the Distribution (the "Form S-1 Registration Statement") shall have been declared effective by the Commission; and (d) the Registration Statement on Form 8-A filed by VelocityHSI pursuant to the Securities Exchange Act of 1934 (the "Form 8-A Registration Statement") shall have been declared effective by the Commission. (e) The statements set forth in the BRE Tax Matters Certificate and the VelocityHSI Tax Matters Certificate shall be true and correct as through the date of the Distribution. PROVIDED, HOWEVER, that (i) any such condition may be waived by the BRE Board in its sole discretion, and (ii) the satisfaction of such conditions shall not create any obligation on the part of BRE or any other party hereto to effect the Distribution or in any way limit BRE's power of termination set forth in Section 12.8.